English Ice Hockey Association: The Case for Change

Unification Document Support Pack

November 2020

1 FOREWORD

Dear EIHA Members,

This year has not been the year any of us were expecting. It has been an incredibly challenging and difficult time for us all. Our thoughts are with anyone who has suffered or lost loved ones during the pandemic.

We have been working hard to best prepare and make the necessary adjustments and improvements so we can return to play safely, and we thank everyone for working with us on this.

The last seven months have shown us that now more than ever we need to ensure a strong future for our sport. We need to build back from this pandemic stronger and better than before … we need to ensure our sport has a future.

The EIHA Board is committed to delivering change in an open and transparent way having listened to feedback from members over the past 24 months.

We appreciate having a virtual meeting for a vote of this significance is not ideal, however we are also mindful that the membership need and want change. Delaying the vote on our proposals for change any further is also not an option. We need to act now to vote on the changes for our sport which are the right changes and the ones that will enable it to be successful in the short and the long-term.

A proper governance model is needed and the EIHA Board believe that unifying our sport into one organisation is the best option for our membership and for the future of our sport. The proposed governance structure and practices that sit at the heart of a unified National Governing Body create a strong foundation from which our sport can grow.

The proposals presented here for you to vote on are the result of a long journey. We have managed multiple consultations, developed additional detailed documents and made adjustments to the original proposals. We have listened to our sport and have developed detailed plans for how to change it for the better for everyone.

Whilst it was disheartening for the 2019 EIHA EGM to reject the proposals made, it was an important step in allowing us to work with the membership to identify the key issues which needed to be addressed in our proposals. It was important that we listened to member feedback and that we developed the detail requested.

It is easy to stand up and say we want change … and to make general assertions about what needs to be done … it is a lot harder and takes a lot more work to develop proper proposals to bring about effective and long-lasting change, and to provide the level of detail needed to give everyone the confidence that this is going to work. We believe the updated proposal fulfills these essential criteria and by voting for it, the sport is giving itself the best chance at survival and success.

2 Critically the unification proposal has been re-worked to address the following three issues identified with the previous proposals: • Ensuring appropriate protection of funds from the different associations moving into the new National Governing Body and providing greater clarity on the current and planned funding. • Ensuring a more appropriate transitional board arrangement. • Outlining a more detailed approach towards the future operation and development of the sport.

In addition to addressing the aforementioned three issues, we have now also developed more detail on: • The vision, mission and values of the new NGB; • The strategy and structure of the new NGB; • The delegation to management within the new NGB; and • Exercising accountability within the new NGB.

The new proposal now represents a strong future for our sport and one which we can all have confidence in.

We hope this provides you with the confidence and clarity needed to make the change our sport so desperately needs.

As a Board we present this document pack to you and ask you to support the vote for unification so our sport can have the NGB it deserves.

Kind Regards,

English Ice Hockey Association Board

Ken Taggart (Chairman) Charles Dacres Joy Johnston Andrew Miller Travis Ward

3 What does this document pack include?

This document pack has been pulled together to bring all of the documents into one place and to provide you with all of the detail you need to understand the proposals.

You will find the following sections:

SECTION ONE: Understanding the This section has been pulled together to resolutions provide a narrative against each of the resolutions being presented. The summary explains what the resolutions means and why it is being proposed as part of the unification process. SECTION TWO: What will and won’t change This section has been pulled together to after the vote? give you an understanding of what will and won’t change as a result of the vote. This section should help you answer the questions of, ‘what changes will I see now and, in the future, if I approve this vote?’ SECTION THREE: Frequently Asked This section has been pulled together to Questions provide you with the answers to all of the questions we received as part of this process over the last 24-36 months. SECTION FOUR: UK Ice Hockey Association This section has been pulled together to Operational Structure provide you with clarity about the governance and operational structures which will be in place from day 1 of the new NGB. SECTION FIVE: UK Ice Hockey Association This section has been pulled together to Proposed Budget for 2021-22 Season provide you with clarity about the finances for the different parts of the sport for the 2021-22 season. SECTION SIX: UK Ice Hockey Association This section has been pulled together to Strategic Plan provide you with a draft strategic plan for the new NGB.

SECTION SEVEN: New NGB Articles This section is the New NGB articles and what will be the new governing document for our sport if the changes are voted through. SECTION EIGHT: UK Ice Hockey Association This section provides you with a copy of the Board Minutes UK Ice Hockey Association Board meeting minutes where the transition Board have voted and commit to protecting EIHA cash reserves and accepting the terms of transfer.

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CONTENTS PAGE

Table of Contents SECTION ONE: Understanding the resolutions ...... 9 SPECIAL RESOLUTION ...... 10 ORDINARY RESOLUTION...... 12

SECTION TWO: What will and won’t change after the vote? ...... 14 Short-Term (0 – 18 months) ...... 15 What Will Change? ...... 15 What Will NOT Change? ...... 15 Medium-Term (18-36 months) ...... 16 What Will Change? ...... 16 What Will NOT Change? ...... 17 Long-Term (36 months+) ...... 17 What Will Change? ...... 17 What Will NOT Change? ...... 17

SECTION THREE: Frequently Asked Questions ...... 18 General Questions About the Articles of Association ...... 19 Transitional Period/Transition Board ...... 21 Board Members & Composition ...... 23 Membership ...... 27 Finances ...... 28 International Ice Hockey ...... 30 On-Ice Operations ...... 30 The Rec Section ...... 31 Player Development...... 32 English Ice Hockey Community ...... 32 Miscellaneous Questions...... 33

SECTION FOUR: UK Ice Hockey Association Operational Structure ...... 36 UK Ice Hockey Board Structure ...... 37 Committee and Advisory Group Structure ...... 38 Game Advisory Group Structure ...... 39 UK Ice Hockey Initial Operating Structure ...... 40 UK Ice Hockey Potential Future Operating Structure ...... 42

5 Appendix 1 - Draft TOR for Board...... 43 Appendix 2 - Draft TOR for Audit and Risk Committee ...... 46 Appendix 3 - Draft TOR for Finance Committee ...... 51 Appendix 4 - Draft TOR for Nominations Committee ...... 55 Appendix 5 - Draft TOR for Game Advisory Group ...... 59 Appendix 6 - Application Process and Role Descriptions for Game Advisory Group ...... 62

SECTION FIVE: UK Ice Hockey Association Proposed Budget for 2021-22 Season ...... 66 Budgets for 2019-20 Season ...... 67 UK Ice Hockey Budget for 2021-22 Season ...... 67

SECTION SIX: UK Ice Hockey Association Strategic Plan ...... 68 Vision ...... 69 Mission ...... 69 Values ...... 69 Strategic Delivery Plan ...... 70 Strategic Objectives ...... 70 Strategic Initiatives ...... 71

SECTION SEVEN: New NGB Articles ...... 79 Part 1 NAME, OBJECTS, POWERS AND LIMITATION OF LIABILITY ...... 3 1. Name ...... 3 2. Objects ...... 3 3. Powers ...... 4 4. Liability of Members ...... 4 Part 2 DIRECTORS AND OTHER OFFICE HOLDERS ...... 5 5. Directors' General Authority ...... 5 6. Directors May Delegate ...... 5 7. Committees ...... 6 8. Game Advisory Group ...... 6 9. Facilities Advisory Group ...... 7 10. Elite Game Liaison Group ...... 7 11. Directors to Take Decisions Collectively ...... 8 12. Unanimous Decisions ...... 8 13. Calling a Meeting of the Board ...... 8 14. Participation in Meetings of the Board ...... 8 15. Composition of the Board and Quorum ...... 9

6 16. Chairing of Meetings of the Board ...... 9 17. Casting Vote ...... 9 18. Directors' Conflicts of Interest...... 10 19. Records of Decisions...... 12 20. Directors' Discretion to Make Regulations ...... 12 21. Composition of the Board ...... 13 22. Termination of Director's Appointment ...... 14 23. Directors' Remuneration ...... 15 24. Chair ...... 16 25. Chief Operating Officer ...... 16 26. Nominated Directors ...... 16 27. Independent Directors ...... 17 28. Directors' Terms of Office...... 17 29. Company Secretary ...... 18 30. Casual Vacancies ...... 18 Part 3 MEMBERS ...... 18 31. Application for Membership ...... 18 32. Conditions of Membership ...... 19 33. Suspension of Membership ...... 19 34. Termination of Membership ...... 19 35. Notice of and Calling General Meetings ...... 20 36. Annual General Meetings ...... 20 37. Attendance and Speaking at General Meetings ...... 21 38. Quorum for General Meetings ...... 21 39. Chairing General Meetings ...... 21 40. Attendance and Speaking by Non-Members ...... 22 41. Adjournment ...... 22 42. Voting: General ...... 22 43. Errors and Disputes...... 23 44. Poll Votes ...... 23 45. Content of Proxy Notices...... 24 46. Delivery of Proxy Notices ...... 25 47. Amendments to Resolutions ...... 25 48. Written Resolution ...... 26

7 49. Changes to the Articles ...... 26 Part 4 ADMINISTRATIVE ARRANGEMENTS ...... 26 50. Means of Communication to be Used ...... 26 51. Audit ...... 27 52. Accounts ...... 27 53. Indemnity and Insurance ...... 27 54. Dissolution ...... 28 55. Definitions ...... 29

SECTION EIGHT: UK Ice Hockey Association Board Minutes ...... 32

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SECTION ONE: Understanding the resolutions

This section has been pulled together to provide a narrative against each of the resolutions being presented. The summary explains what the resolutions means and why it is being proposed as part of the unification process.

9 SPECIAL RESOLUTION

The special resolution requires 75% of Member support in order to pass. Although the special resolution is split into several sub-parts, there will only be one vote (For, Against or Abstain) for the full contents of the special resolution at Resolution Three. The special resolution focuses on the dissolution of the EIHA and the transfer of assets, liabilities and membership to the new NGB, UK Ice Hockey Limited. The special resolution must pass before the ordinary resolution can be passed and is a necessary step in unifying the sport.

RESOLUTION FOUR

6.1 the existing articles of association of the Company be amended with immediate effect, by the inclusion of the following new Article:-

Transfer of Assets to a new National Governing Body

66. Notwithstanding any other provisions in the Company’s Memorandum of Association and Articles of Association, a proposal that the Company transfers its assets, undertaking and liabilities to a new National Governing Body of ice hockey in the United Kingdom and is then dissolved, shall be passed at a general meeting of the Company convened for that purpose if carried by at least 75% of members who are present at the general meeting in person or by proxy and entitled to vote.

Paragraph 6.1 adds a new article, Article 66, to the existing EIHA Articles. This additional article will permit the EIHA to dissolve and transfer all assets, undertakings and liabilities to UK Ice Hockey Limited. The process of dissolution and the asset/liability transfer are outlined throughout this special resolution.

6.2 subject to the approval by the members of Ice Hockey UK Limited (IHUK) of all special resolutions proposed at the extraordinary general meeting of IHUK scheduled to take place on 6 December 2020 (IHUK Consent), all the existing directors of the Company shall resign with immediate effect and immediately be replaced by Andrew Miller and Travis Ward, who shall be and are hereby authorised and instructed to implement the transfer of the Company’s assets, undertaking and liabilities to UK Ice Hockey Limited (company number 12121432), the new National Governing Body of ice hockey in the United Kingdom (the New NGB) and any related matters in accordance with paragraph 6.3, following which they shall procure the dissolution of the Company.

In order for the EIHA to dissolve, its directors should resign from office. Paragraph 6.2 sets out that all current EIHA directors who will not serve on the Transition Board (Ken Taggart, Charles Dacres and Joy Johnston) shall resign while the EIHA representatives to the Transition Board (Andrew Miller and Travis Ward) shall remain on the EIHA Board to execute the transfer of assets and liabilities, and complete the dissolution of the Company, as voted by the Members.

6.3 subject to IHUK Consent, pursuant to new Article 66 the Company shall (and the directors be and are hereby duly authorised to), by however means the Company (and the directors) deem reasonable and necessary to convey, transfer, assign and/or deliver all of the assets, undertaking and liabilities of the Company to the New NGB, in each case with effect from 16 December 2020 (the Effective Date), it being noted that the Board of Directors of the New NGB had already resolved to accept the respective assets, undertakings and liabilities of each

10 of the Company and IHUK with effect from the Effective Date, subject to IHUK Consent and the members of the Company passing the Special Resolution.

Paragraph 6.3 effectuates the transfer of assets/liabilities permitted by the new Article 66. As mentioned within, the Transition Board has already voted to accept the EIHA assets and liabilities.

6.4 subject to IHUK Consent, Andrew Miller and Travis Ward as representatives of the Company (nominated by the Board of the Company) shall be appointed as directors of the New NGB as part of a transitional board which shall be in place from the Effective Date for no longer than one year, such transitional board arrangement being set out in the proposed articles of association of the New NGB and together with:

6.4.1 Eric Morton and Martin Gill as representatives of IHUK nominated by the board of directors of IHUK; and

6.4.2 David Hand and Alex Cram as representatives of the Scottish Ice Hockey Association (SIHA) nominated by the board of directors of SIHA, being the Transition Board.

Paragraph 6.4 (and its subparts) confirms the directors of the Transition Board of UK Ice Hockey Limited. As stated above, Andrew Miller and Travis Ward have been selected as representatives from the EIHA while the IHUK and SIHA representatives are named in paragraphs 6.4.1 and 6.4.2, respectively. As independent organisations, IHUK and the SIHA were entitled to select their own representatives and neither the EIHA Board nor any EIHA Members can change that selection. For clarification, voting ‘Against’ the special resolution because a Member does not support any or all of the IHUK or SIHA representatives will not mean those individuals will not be selected to the Transition Board of the new NGB but, rather, will be a vote against unification.

6.5 subject to IHUK Consent:

6.5.1 all the existing members of the Company shall resign, and hereby consent to resigning, as members of the Company and shall be, and hereby consent to being, subscribed as members of the New NGB; and

6.5.2 Andrew Miller and Travis Ward shall be, and hereby consent to being, subscribed as members of the Company, in each case with effect from the Effective Date.

Paragraph 6.5 (and its subparts) removes all current Members from the Company (because membership will be reassigned to the new NGB) while Andrew Miller and Travis Ward, as EIHA representatives to the new NGB, will be appointed as the sole Members of the Company and carry out the dissolution and transfer of assets and liabilities, as voted by the Members.

6.6 subject to IHUK Consent, the Company shall adopt model articles of association for a private company limited by guarantee as its new articles of association in substitution for and to the exclusion of the existing articles of association of the Company with effect from the Effective Date.

Paragraph 6.6 replaces the existing EIHA Articles with model articles of association for a private company limited by guarantee, which is the type of company the EIHA is registered as. By replacing the current EIHA Articles, the EIHA is able to eliminate its position as the

11 governing body for ice hockey in England and Wales, allowing UK Ice Hockey Limited, as the unified body, to become the sole NGB for the sport across the UK.

ORDINARY RESOLUTION

The ordinary resolution requires 50% of Member support in order to pass. Although the ordinary resolution is split into several sub-parts, there will only be one vote (For, Against or Abstain) for the full contents of the ordinary resolution at Resolution Four. While the special resolution focused on the dissolution of the EIHA and transfer of assets, liabilities and membership to the new NGB, the ordinary resolution outlines what will happen after the EIHA AGM to ensure UK Ice Hockey Limited fulfils the wishes of the current EIHA membership.

RESOLUTION FIVE

7.1 Subject to the passing of the Special Resolution, it be officially noted that approval of the Special Resolution contained in this Notice is given on the understanding that:

Articles of Association

(a) the form of the draft articles of association of the New NGB produced to the general meeting (New NGB Articles) will be adopted by the New NGB on or before the Effective Date.

Paragraph 7.1(a) adopts the draft articles of association of the new NGB (as drafted/edited by the EIHA governance working group and reviewed by the EIHA senior leadership team and membership) as the articles of the new NGB.

Levels of Funding

(b) the Transition Board (appointed in accordance with paragraph 6.4 of the Special Resolution) will for the 2021-2022 season commit to the budget and equivalent levels of funding as were offered to stakeholders of the Company for the 2019-2020 season, in each case as set out in the document enclosed with this Notice entitled ‘UK Ice Hockey Association - Proposed Budget for 2021-22 Season;

Paragraph 7.1(b) commits the Transition Board to the pre-existing budgets of the EIHA. This means the Transition Board cannot change how EIHA money will be spent during the 2021- 2022 season without the Members first passing a special resolution (75% support needed). This will keep the EIHA membership in charge of its budgets for the first season under the new NGB, with a review of those budgets to be conducted based on the new operational structure of the sport outlined in paragraph 7.1(d) of this Resolution Four. This paragraph ensures that the sport’s on-ice operations will continue to operate as normal without any sudden changes.

Cash Reserves

(c) 100% of the cash reserves actually transferred by the Company to the New NGB pursuant to paragraph 6.3 of the Special Resolution (the Cash Reserves) would be ring-fenced from expenditure (except insofar as such expenditure relates to liabilities of the Company) until:

(i) at least four Nominated Directors are elected and at least four Independent Directors are appointed in accordance with the New NGB

12 Articles and all of the Transition Board members of the New NGB in office on the date upon which the New NGB Articles are adopted cease to be directors of the New NGB (unless they have been duly elected or appointed to the New Board Structure); or (if earlier)

(ii) such ring-fencing is altered or removed after the Effective Date with the consent of a special resolution of the members of the New NGB either in general meeting or by written resolution, it being noted that the Board of Directors of the New NGB had already resolved to accept such ring-fencing, subject to IHUK Consent and the members of the Company passing the Special Resolution;

Paragraph 7.1(c) prohibits the Transition Board from accessing the cash reserves transferred by the EIHA in its asset transfer. This means the Transition Board is barred from accessing any of the EIHA’s cash reserves until the full Board structure of the new NGB is in place. Only the passage of a special resolution (75% membership support) can circumvent this restriction. As noted in this paragraph, the Transition Board of the New NGB has already consented to this restriction.

Operations

(d) the Transition Board will commit the New NGB to the existing operational structure set out in the document enclosed with this Notice entitled ‘UK Ice Hockey Association – Operational Structure Paper’; and

Paragraph 7.1(d) commits the Transition Board to agree to the operational structure developed by the EIHA Board (and reviewed by the EIHA membership). This ensures that the Members and those in operational roles within the sport will understand how the sport as an organisation will look from the first day under the New NGB. Throughout the Transitional Period, those in operational and leadership roles will review the structure and its effectiveness, making suggestions to the new Board on ways to further improve the structure.

Review of New NGB after 18 months

(e) the board of the New NGB will, as soon as possible after the New NGB has been in existence for 18 months, undertake a full review of its arrangements.

Paragraph 7.1(e) ensures the new Board will not remain stagnant in its pursuit to improve the sport. This paragraph mandates that a review of the New NGB must be conducted after 18 months to ensure the new company is operating efficiently, in compliance with standards of good governance and furthering the objectives outlined by its Members.

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SECTION TWO: What will and won’t change after the vote?

This section has been pulled together to give you an understanding of what will and won’t change as a result of the vote. It sets out what will happen in the short, medium and long- term so there is absolute clarity about what the vote means for everyone. This section should help you answer the questions of, ‘what changes will I see now and, in the future, if I approve this vote?’

14 WHAT WILL AND WON'T CHANGE AFTER UNIFICATION

It is clear that the current EIHA membership wants change, but there may still be lingering questions around what “change” will actually look like should the vote for unification pass. The purpose of this document is to answer those questions, as well as indicate what will not change. Below is an outline of the anticipated changes and constants within the sport of ice hockey in the UK over the short-, medium- and long-term.

Short-Term (0 – 18 months)

What Will Change? • The National Governing Body: The NGB for ice hockey in England and Wales (and across the rest of the UK) will become UK Ice Hockey Limited. • Board Composition: Three of the current five EIHA Board Directors will resign from their posts, while the remaining two, Andrew Miller and Travis Ward, will become directors on the Transition Board of the New NGB. Andrew and Travis will be joined by representatives of Scottish Ice Hockey and Ice Hockey UK for service during the Transitional Period. After the Transitional Period, a New Board Structure will consist of up to four Nominated Directors (two from England/Wales and two from Scotland/Northern Ireland) and up to five Independent Directors (not including the Chairman). • Articles of Association: With a New NGB, comes new Articles of Association. The new Articles have been crafted based on industry standards to create clear and defined rules and structures for the New NGB. • Leadership Accountability: Given the structure of the New NGB, the sport’s leaders will be held to account. There are more restrictions and checks in place, as well as defined lines of communication to ensure that leaders are acting in the best interest of the sport at all times. • Operating Model: A clear operating model has been set-up to keep the sport operational while maximizing clear communication and understanding of the sport’s hierarchy. • Proxy Voting Rules: Proxy voting will now be specific to each general meeting. This means that a Member wishing to assign proxy will need to do so for each meeting, as opposed to assigning one for the full year. The Member may also place their vote on a resolution with the proxy before the meeting as opposed to leaving the proxy to vote as the proxy sees fit. What Will NOT Change? • Reliance on and Importance of Volunteers: Ice hockey will continue to largely depend on its skilled volunteers to deliver the sport at every level. • Season Operations/Structure: Although there may be changes to the 2020-21 season due to the ongoing COVID-19 pandemic, when operations return to normal, the season will operate as it did in the 2019-20 season. There will not be an overnight change of scheduling or personnel. Any future changes will be discussed with relevant stakeholders and decided as and when appropriate.

15 • Budgeting: The department/section budgets for the 2021-22 season will remain as they were during the 2019-20 season. (As outlined in the UK Ice Hockey Association – Proposed Budgets Paper.) • Focus on the Development of Ice Hockey in England and Wales: Unification does not mean the focus on ice hockey development in England and Wales will take a backseat to development elsewhere in the UK. To the contrary, the New NGB will operate with a better structure, clear objectives and an emphasis on accountability and steady progression. The sport in England and Wales will actually be better off under a unified structure than under the current format of the EIHA. • Operational Roles: All individuals in an operational role within the EIHA will maintain those roles. (As outlined in the UK Ice Hockey Association – Operational Structure Paper.) Any medium- or long-term changes to operational roles will be discussed with relevant stakeholders prior to decision-making. • Recreational Ice Hockey: Rec ice hockey can continue to operate as it currently does. If there are any short-term changes that the Rec section would like to make, there will be clear lines of communication to discuss with the new Board. Medium-Term (18-36 months)

What Will Change? • Compliance with Sport Standards: The New NGB will ensure compliance with sport standards, including (but not limited to): codes and frameworks for good governance in sport published by UK Sport and/or the Home Country Sports Councils, Child Protection in Sport Unit, and financial and legal compliance. • Sport Operations/Structures of On-Ice Product: The sport’s operational leaders and the new Board will discuss what changes can be made in a unified body to improve the on-ice product. These will need to be raised and discussed by individuals most closely connected with the operation of the sport but may include, purely as examples, restructuring of junior divisions, integration of semi-professional leagues or a UK-wide national development programme. • Budgeting/Financing: The new Board will work with individuals across the sport to identify what changes to budgets could be made to reduce costs to the sport and maximise the money that goes back into funding our sport. This will need to come off the back of consultation and discussion but may include, purely as an example, combining duplicative operational costs. • Financial Accountability: With a transparent budget and spending process, the New NGB membership will have greater visibility of the money coming in and going out of the Company. Not only will this transparency create greater accountability on the new Board, there will be a better understanding of what funds are available for reallocation to areas of the sport. • Reporting Structure: In order to improve communication and ensure the sport’s resources are being used effectively, it is anticipated that a new operational and reporting structure will be established under the New NGB. Of course, the future structure will be decided by the new Board in consultation with the sport’s leadership but an example of a potential future operating structure can be found in Section 4 of this paper - UK Ice Hockey Association – Operational Structure Paper.

16 What Will NOT Change? • Reliance on and Importance of Volunteers: Ice hockey will continue to largely depend on its skilled volunteers to deliver the sport at every level. • Focus on the Development of Ice Hockey in England and Wales: The development of the sport in England and Wales is a fundamental part of the New NGB’s objectives – unification will not change that. • Recreational Ice Hockey: Rec ice hockey can continue to operate as it currently does. If there are any medium-term changes that the Rec section would like to make, there will be clear lines of communication to discuss with the new Board. Long-Term (36 months+)

What Will Change? • Eligibility for Government Funding: With a firm governance structure in place and compliance with relevant codes, including the Code for Sports Governance, it is anticipated that the New NGB will be eligible for government funding across the Home Countries and UK-wide. • Delivery of a National Training and Development Plan: Although the creation of a clearly defined development pathway and enhancement of coaching and other training areas will be objectives from Day 1 under the New NGB, a long-term objective is to deliver a fully operational National Training and Development Plan, coupling on-ice development with off-ice education—maximising a developing players’ opportunities on and off the ice. • Accessibility of Ice Hockey: A priority of the New NGB will be enhancing the accessibility of ice hockey across the UK, and a noticeable increase in the availability and affordability of ice hockey should be seen in the long-term. • Diversity Within the Sport of Ice Hockey: Whether it’s on the ice, behind the bench or in Board meetings, the New NGB must make diversity a priority. A diverse sport stands to gain significant value from different perspectives and experiences. What Will NOT Change? • Reliance on and Importance of Volunteers: Ice hockey will continue to largely depend on its skilled volunteers to deliver the sport at every level. • Focus on the Development of Ice Hockey in England and Wales: The development of the sport in England and Wales is a fundamental part of the New NGB’s objectives – unification will not change that. • Recreational Ice Hockey: Rec ice hockey can continue to operate as it currently does. If there are any long-term changes that the Rec section would like to make, there will be clear lines of communication to discuss with the new Board.

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SECTION THREE: Frequently Asked Questions

This section has been pulled together to provide you with the answers to all of the questions we receive as part of this process over the last 24-36 months.

The changes being proposed have been developed over a long period of time and many of the questions asked helped us to develop the detail behind the proposals. We want to make all the questions and answers available to you all so you can understand the answers to some of the key questions you may have.

With special thanks to the EIHA Senior Leadership Team for giving their time to help develop this section by identifying questions they have been asked and helping to ensure the answers address those questions appropriately.

18 General Questions About the Articles of Association

Q: Are the new Articles fit for purpose? How can we be sure that these Articles are compliant with applicable law and governance standards? A: Yes, we have worked closely with the law firm Farrer & Co to tailor the new Articles to fit a New NGB specific to ice hockey. Farrer has ensured that these articles are in-line with sport governance standards and best practices. This approach has also been taken by other funded and un-funded governing bodies including the British American Football Association.

Q: Why don’t the new Articles mention anything outlined in the New NGB’s strategic plan? Isn’t the New NGB supposed to be more strategic and implement a host of changes? A: Articles of association are designed for managing the company. The Articles do not set- out strategic plans or act as a place to manage sport development issues. The purpose is not to outline a company’s strategic plan, but rather, how the company needs to run to be an effective organisation. The new Articles set up the structure of the New NGB’s executive and non-executive membership and outline general responsibilities and rules. The strategic initiatives will be left for the new Board to implement, drawing support and feedback from everyone involved in the sport. The proposed vision, mission, strategic objectives, and plan have been developed to sit alongside the new Articles to provide the membership with reassurance that the new organisation will be strategic and work differently to the current model.

Q: Why don’t the new Articles include a registered address for the New NGB? Where will the new address be located? A: The registered office does not need to be in the Articles, but the National Ice Centre in Nottingham will be the registered address for the New NGB.

Q: What is included in the term “Member”? A: As outlined in Article 31.1, a “Member” is a Team. The term “Team” under the Articles (at least 13 outfield players and one goaltender) is not necessarily the same definition of a “team” in the rules of competition. Example: If a junior team has 11 skaters and a goalie, they may not be a voting Member under the Articles but that doesn’t make them ineligible to compete in ice hockey under the New NGB.

Q: Why is the language in the Articles so broad? Shouldn’t we be more specific with the duties of the new Board? A: In instances where particularity is required, the Articles are necessarily specific. However, there are provisions that are intentionally left broader. This is the approach adopted by well-established NGBs and the purpose is to allow a Board to adapt and grow the operations of the sport as the sport adapts and grows itself. If language is too specific, a Board will be forced to call a vote on revised language any time the sport evolves.

19 It's also worth noting that the intention is not to exclude the membership from casting a vote on a particular issue. To the contrary, the broader language allows the Members to vote on those issues now, saving the need to try and force a vote later.

Example: The Articles permit but do not require the Board to appoint a Chief Operating Officer. If that language was not in the Articles and the Board felt it was in the best interest of the sport to appoint a qualified COO, the Board would need to scramble to draft appropriate language and seek support from 75% of the membership, taking valuable time away from more crucial undertakings (e.g., determining the scope of responsibilities, planning the role for the short/medium/long-term(s), searching for and selecting an appropriate candidate). You, as Members, can provide that advance support now to prevent duplicative work later.

Q: The new Articles are considerably longer and more complex than our current Articles. Do we need them to be so long and complex? A: The sports governance world has vastly changed since the EIHA Articles were adopted. As a result, the sport must also change and adapt. The new Articles represent industry-standard language (with adaptation for ice hockey) and allow the New NGB to grow and develop as the governance landscape and the sport grow and develop.

Q: According to Company Law, if a Member has an issue it would like to bring to the AGM, it must first receive support from no less than 5% of the Membership. Doesn’t that create an unnecessary obstacle and prevent teams from voicing their opinions? A: To the contrary, a minimum level of support ensures that only issues with enough interest from other Members will take up valuable time at an AGM. The AGM is a company meeting and not an open forum for all teams to voice any disputes, ideas, or issues. There will be specific and better channels by which Members’ voices can be heard by the new Board. One of the new Board’s primary tasks is to establish more effective lines of communication so Members can be heard. The new Board will also be subject to greater levels of transparency, ensuring that it is held to account for anything it has agreed to undertake. This will inevitably create greater efficiencies in how matters are addressed and resolved. The AGM, and its 5% threshold, will thus be reserved for matters that are truly sport-wide and should receive a bigger platform for presentation and consideration.

Q: Why don’t the new Articles address the potential issue of one person having a proxy vote for multiple teams? A: Under Company Law, it is a membership right to have the ability to appoint a proxy to vote on your behalf and the member has the right to choose the individual they wish to represent them or vote on their behalf. It is not possible to limit the number of proxies which any one individual can hold/be given under Company Law because the choice of the member is paramount. The issue with proxy voting under the EIHA previously has been the lack of clarity/understanding about how to administer proxy voting and the lack of clarity in the EIHA Articles setting out the proxy voting process. The new Articles set out a process whereby a specific proxy voting form is required for use at each individual meeting. It is not possible under the new Articles to sign one form at the start of the season to proxy all votes to one individual for any meeting held in the year (as has been the practice under the

20 current EIHA system). To proxy a vote, a member will need to fill in the meeting-specific proxy form and submit it in line with the requirements stipulated in the new Articles in terms of timing ahead of the specific meeting. The proxy form for each meeting is specific and sets out the resolutions to be voted on, and whether the proxy is a directed proxy or not (i.e., if the member is directing their proxy which way to vote or not against each of the resolutions). This provides protection against one person as a proxy for multiple teams going rogue and voting in opposition to the wishes of the relevant Members.

Q: The new Articles state that the New NGB will be a “company limited by guarantee”. What does that mean? A: The New NGB, like the EIHA and IHUK, will be a company limited by guarantee. A company limited by guarantee is a type of company that does not have shares or shareholders but instead has members who are also guarantors. Companies limited by guarantee are typically not-for-profit, as the EIHA and IHUK are now and the New NGB will be, and any profits made are reinvested to serve the objectives of the company.

Q: Article 54 says if the New NGB dissolves, any property leftover won’t be distributed to the Members. Why wouldn’t the Members who pay into the organisation receive that property? A: As a company limited by guarantee, the New NGB cannot distribute dividends or profits to its members. Members must only be involved due to their commitment to the Company’s objectives, rather than to benefit financially. This is the case for all companies limited by guarantee, including the EIHA and IHUK.

Transitional Period/Transition Board

Q: Why is the Transitional Period mentioned in the new Articles? Shouldn’t the Articles not take effect until after the transition is complete? A: Article 21.2 defines the Transitional Period as the period between the Adoption Date (16 December 2020) and the earlier of: (a) the implementation by the Board of the New Board Structure; and (b) the first anniversary of the Adoption Date. So, by definition, the transition starts (and the Articles take effect) from the Adoption Date. Thus, we need to set out the Transitional Period in the Articles and how the Transition Board will be composed and operate.

Q: What is to stop directors of the Transition Board from remaining in their posts and stopping the change that we are looking for as Members? A: The new Articles have been written to ensure that the Transition Board is only in place for a fixed period of time – a maximum of one calendar year. The Transition Board directors cannot remain in post beyond this period without being elected or appointed in line with the new Articles. The Transition Board cannot change the Articles without 75% of Members voting in favour of a change.

Q: Who is accountable and what plan is in place for a post-merger integration? A: The Board of the new organisation is the ultimate decision maker and remains accountable for the actions of the Company. The Board will likely delegate responsibilities to people in operational roles in the sport (those people identified on the structure charts),

21 and where there is potential to integrate departments or sections where duplication exists and where efficiencies can be driven, the Board will ask the operational leads to work together to determine what a possible integrated structure will look like.

Q: Aren’t Eric Morton (IHUK) and Travis Ward (EIHA) not independent because they are both directors? A: Although Eric and Travis are both directors on an ice hockey Board, that fact does not automatically disqualify them from being “independent” under a Code for Sports Governance. If that were the case, no director could be considered independent once they are nominated/co-opted onto a Board. Prior to their respective onboardings, neither Eric nor Travis was closely connected to IHUK or the EIHA, respectively. Their status as independent is determined at the point of their appointment onto their respective Board and the fact that they have not held a role within the sporting structure for 4 years prior to their appointment, or currently.

Q: Is Travis Ward eligible to serve on the Transition Board if he is only a co-opted director? Doesn’t he need to be elected? A: Under the EIHA Articles of Association, the EIHA Board may co-opt an individual onto the Board to fill a vacancy and at that time the co-opted individual becomes a full Board member. The co-opted director does need to be elected at the following AGM but that is also the case under the EIHA Articles for any retiring director by rotation who is to continue on the Board past the point of the AGM – their status prior to the AGM is as a full Director. Co-option describes the route onto the Board and any individual co-opted becomes a full Director at the point of their co-option/appointment. The EIHA Board made the unanimous decision to select Andrew Miller and Travis Ward as the EIHA representatives for the Transition Board of the New NGB.

Q: Article 28.4 says that an individual may not be appointed as a director on the new Board for a consecutive period of at least four years if s/he was a director of the EIHA or IHUK for a consecutive period of six years or more. Why are there directors on the Transition Board who have served on an ice hockey board for more than six years? A: Article 28.4 only applies to the new Board after the Transitional Period. Article 28.5 spells out eligibility and term limits for directors who make up the Transition Board. For an individual on the Transition Board who has served on a relevant ice hockey board for six consecutive years or more, s/he will be ineligible for election onto the new Board after the Transitional Period.

Example: Director ‘X’ has served on the IHUK Board for 10 consecutive years prior to unification and is selected as an IHUK representative on the Transition Board. Following the conclusion of the Transitional Period, Director ‘X’ will not be eligible for election onto the new Board and must step down. Director ‘X’ will remain ineligible for a period of at least four consecutive years.

Q: With so many Transition Board directors serving terms on an ice hockey board for longer than six consecutive years leading up to the Transitional Period, won’t the new Board be too inexperienced to take over and lead the sport? Can those otherwise

22 ineligible Transition Board directors stay on at least until the new Board is up and running? A: One thing that Members across our sport have made clear is that we need to have a change of scenery on our Board. Having said that, individuals on the Transition Board who will become ineligible for further service on the Board for four consecutive years after the Transitional Period are not prohibited from continuing to participate and even lead in our sport. In fact, it is the hope that those former directors will continue to be involved in the sport as their knowledge and experience is very valuable and should be shared with others.

It’s also important to understand that the expectation is not for the Transition Board to serve as six directors for one year and to be suddenly replaced overnight by a new set of up to nine individuals (up to four Nominated Directors and up to five Independent Directors). The Transition Board has stated its intent to start the recruitment of new directors as soon as possible following the Adoption Date. The appointments to the Board will be staggered so there is opportunity for appropriate handover.

The Transition Board will put in a lot of work to ensure that the New Board Structure is appropriately set up so that a diverse set of highly skilled and knowledgeable individuals make up its composition.

Q: Based on the eligibility criteria for directors of the new Board, only Andrew Miller and Travis Ward from the Transition Board will be eligible to serve on the new Board as they’re the only directors who haven’t served terms of at least six consecutive years. If they are both appointed onto the new Board, doesn’t that ensure the EIHA will just take over the sport? A: The first thing to note is that the eligibility criteria were drafted based on limits outlined in a Code for Sports Governance and consultation with Members from the EIHA and SIHA. Moreover, as stated in the previous answer, the Transition Board’s duty is to recruit for and implement the New Board Structure. The New Board Structure consists of up to four Nominated Directors, which are individuals who are not independent. Two of those Nominated Directors will be selected from Members in England and Wales (the former EIHA) and two of those Nominated Directors will be selected from Members in Scotland and Northern Ireland (the former SIHA). This structure ensures that the SIHA and EIHA always have equal representation. The remaining Board positions must be filled with Independent Directors, who will be selected based on skills and expertise that will benefit the sport as a whole.

So, in the hypothetical above, if Andrew and Travis are nominated by the EIHA to serve on the new Board, the former EIHA Members would not be able to appoint any other Nominated Directors, whereas the former SIHA Members may still appoint two Nominated Directors.

Board Members & Composition

Chief Operating Officer

Q: Why does the COO get a vote? Shouldn’t he/she be separate from the Board?

23 A: The COO, if one is appointed, would be an ex-officio member of the Board under the new Articles and would need to be a part of the discussion and vote since they would be the operational head and would need to carry through any Board decisions. Notwithstanding the foregoing, a COO would still need to abstain from participating in any voting where there is a conflict of interest. There are different schools of thought about whether an executive/operational lead should be on the board of an NGB or not. The current best practice and sector standard suggests there is better buy-in and a stronger relationship between the Board and the operational functions if the COO/operational lead is on the board and able to be part of the decisions. We don’t feel as one vote around the table a COO/operational lead would be able to unduly influence an outcome but we do feel the benefits of having them feel part of the decision-making process are worthwhile in terms of ensuring a culture of working together between the strategic and operational parts of the organisation

Q: Who is in line for the COO role? How will the COO be chosen? A: The COO will be an optional position for the Board of the New NGB to consider. As an optional position, there is no one currently in line for that role. If the new Board decides to appoint a COO, it will need to do so through a rigorous application process and the new Board will determine if a salary is paid or not for the position and what that salary can be.

Q: Will the COO be a paid position? How will the New NGB afford this additional cost? A: The new Board will have the discretion whether and to what extent a COO shall be remunerated. Although the new Board has this discretion, that does not mandate that a COO be paid, and any remuneration will be dependent upon the requirements of the role and available funding. The rationale behind allowing this discretion is as the sport changes (and grows), the duties and necessary skillset of a COO may change and the Board should be able to react in an appropriate way, without requiring a revision to the language in the Articles. The COO, as with any paid position under the New NGB, will be subject to a full cost-benefit analysis by the new Board which we anticipate will include a comparative review of similar roles in comparable NGBs to determine whether there is appropriate budget availability for an individual with the necessary skillset.

Example: If the New NGB operates with a profit of £10,000 during a given year, the new Board will not authorise a salary of £30,000 to be paid to a COO. Likewise, if the New NGB earned a profit of £100,000 in a given year, that would not result in the Board authorising a salary of £100,000 to be paid to the COO. As a company limited by guarantee, no individuals are permitted to benefit financially from any profits earned by the Company. All decisions must be made in furtherance of the objectives outlined in Article 2 of the new Articles.

Q: Will there be an accountable COO? If not, why has that decision been made to have one? A: The current organisational structure has multiple operational leads who are accountable for the running of their areas. A COO, as a central person for all the operational people to report into, is a desirable model for any organisation because it creates clear reporting lines and clear accountability whilst having a joined-up approach across the sport. A decision on

24 whether to appoint a COO will be made by the new Board once there is clarity on whether this can be a paid role or not and whether it is practical to have a central reporting route for all the operational leads.

Q: In the absence of a Chief Information Officer/Chief Technology Officer, will the COO be accountable for technology, systems, GDPR compliance, etc? A: It is unlikely that an organisation of our size will be able to appoint more than one or two paid roles. If there is a COO appointed, then they will need to be a COO who has the skill set and ability to take on these responsibilities. Regardless of whether a COO is appointed, or even if a Compliance Officer or Technology Officer is appointed, the new Board will always have ultimate responsibility for all these areas. The Board has the ability to delegate operational management of these areas and decisions to certain people (the same as in the current Articles), however, whether they delegate or not, the Board remains ultimately accountable for all of these areas.

Directors

Q: Why is there a term limit for directors of the new body? Won’t that limit the effectiveness of a long-term strategy and slow down the development of the organisation in favour of solely quick wins? A: Having term limits and a maximum number of terms is set out in all corporate governance codes and guidance documents as either required or as best practice. In corporate governance, whilst it is recognised that people have a lot to bring to the table, it is also recognised that an organisation requires fresh perspectives and challenge from new people to stay relevant. Both the IHUK and EIHA Boards have had people serving for a long time and in the consultation for the governance review, there was very clear feedback that any future organisation should adhere to good governance requirements and guidelines and ensure Boards are not allowed to be stagnant in terms of membership. It was also very clear during the consultation with Members that the governance re-structure needed to be more than a ‘re-arranging of the deck chairs’, and there was strong feedback that the new Board should not be made up of all the same people as we currently have in place. A Code for Sports Governance allows for a maximum term limit of nine years. The Code also sets out a minimum four-year gap period to ensure appropriate turnover in Board members. Given the previous lack of turnover on the EIHA and IHUK Boards, it was proposed for the new body to limit the maximum term to six years with an ability to extend in exceptional circumstances in line with the Code’s requirements and adopt the four-year minimum stand down period.

Q: Will directors be paid? How much will they be compensated? A: The new Board may decide in good faith whether it should allow the New NGB to provide proper and reasonable pay/benefits to any directors (whilst the current EIHA Articles do not allow Directors to be paid, they do allow the company secretary to be compensated). By including this language in the Articles there is no obligation to pay any director and this standard language is merely to provide that discretion should remuneration be appropriate.

25 Similar sports to ice hockey currently pay up to £350 per day for services provided by directors however there is no current plan to provide this and adverts have been prepared in line with current practice.

It is also worth noting that as a company limited by guarantee, the directors of the New NGB will not be permitted to receive direct financial benefit based on the financial success of the Company. If at any point the membership is dissatisfied with the level of remuneration provided to Directors, it may hold the Board to account under Article 22.

Example: Five Board directors vote to distribute the £10,000 profits from the organisation in a given year to themselves, sharing £2,000 each. The directors will not be able to hide the distribution to themselves because under the terms of the Articles, the new Board must present Company accounts at the AGM and Auditors must be appointed (Article 36.2). An audit is required at least once every financial year under Article 51.1 of the new Articles.

Q: What will stop directors from being paid as much as they want? A: The New NGB is a membership organisation and the Board will therefore be accountable to Members on all costs including any remuneration of directors, employees or contractors working on behalf of the Company. The New Board will be required to present all financial accounts at each AGM under Article 36 and those accounts must be audited at least every financial year under Article 51. If Members are not satisfied with this remuneration, they can hold the Board to account under Article 22. Article 22.1.9 cites Section 168 of the Companies Act which permits members of a Company to remove a director by passing an ordinary resolution. To provide a comparison, the current EIHA Articles allow the Board to compensate the company secretary and other roles in the sport.

Example: The New Board approves payment of £15,000 per year per director without first consulting the membership. At the next AGM, the independently audited accounts show the distribution of £15,000 to each director, to which the membership objects. The Members are entitled to replace all of the then-serving directors with new individuals and instruct the new directors to remove all director payments.

Q: Why are there targets on Board member diversity and why is there a gender target of 30% and not 50% with no mention of diversity in any other form? A: A Code for Sports Governance sets out a clear requirement for a gender target of 30% of either gender to be on the Board. This is included in the new Articles to help us show willingness to be compliant with the Code and to keep in-line with industry standard. We can increase the target in the future but feel the Code’s benchmark is an appropriate starting point. There is no target set for any other diversity strands in the Code, so we have not yet included any other target (again, to keep in line with industry standard).

Q: How can we address dissatisfaction with the New Board? A: There will be enhanced channels of communication under the New NGB as an organisation following good governance practices. Beyond that, the membership may also

26 remove directors pursuant to Article 22. The most immediate removal option is by passing an ordinary resolution to replace a director.

Q: What if we support a particular director but s/he is removed from the Board by the other directors? A: The removal of a director prior to his/her term expiration is an extraordinary event and would only be undertaken should one of the subparts of Article 22 apply. Having said that, if the membership felt strongly that a director was wrongly removed, the director can always be elected onto the Board with enough Member support (should the director not otherwise be deemed ineligible under the Articles or relevant law).

Example: An otherwise eligible director is voted out of his/her seat under Article 22.1.7. This director had a great relationship with the Members and was widely respected throughout the sport. At the next AGM, the director may be elected again and any of the other directors may be removed by an ordinary resolution or through not being re-elected.

Membership

Q: Why does a Team have to have 13 skaters and a goalie to be considered a voting Member? What if my club can only get 12 players? A: The short answer is that there must be a cut-off somewhere. Whether that number is increased to 15 or decreased to 11, there may be teams that miss the cut-off and there is no number that will make everyone happy. By providing this cut-off, however, there is clarity as to what it takes to be a voting Member and, hopefully, finding 13 skaters and a goalie will become less of an obstacle as participation levels in the sport grow.

It is important to recognise that this definition of a ‘Team’ relates to the corporate membership and may not be mirrored by the rules of competition set for the leagues and/or participation in the sport (meaning, just because a team has less than 13 skaters and a goalie, that doesn’t necessarily mean it can’t compete).

Q: What will happen with the Scottish Ice Hockey members in the New NGB? What do SIHA members stand to gain by unifying? A: Like with the EIHA, the SIHA members will become Members of the New NGB.

The governance report demonstrates that the sport as a whole will benefit from unification. Even when solely focusing on the Scottish teams, they will receive greater representation and protection under a unified structure. One prime example is the Board of the New NGB will always provide equal representation amongst Nominated Directors from England/Wales and Scotland/Northern Ireland. What this means in practice is there is no risk that former EIHA clubs will overrun the sport in Scotland and Northern Ireland. The former SIHA clubs will always have an equal voice on the Board and the sport as a whole, not one particular region, will be the focus. There is also the added protection that the former SIHA will get from being a part of a proper legal entity. Having a strong, well-governed organisation is crucial to the survival of any sport but that is especially true for Scottish Ice Hockey, which historically has had less funding and resources than the EIHA.

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Finances

Q: How will transferred assets be reallocated post-merger and how will the budgeting process be managed? A: The EIHA, IHUK and SIHA assets will be transferred but cannot be accessed by the Transition Board except where they need to pay an existing liability of the respective entity (e.g., insurance). The budgets for the first year of the new organisation (2021-22 season) will match the budgets for each of the departments/sections for the 2019-20 season. Once the new Board is in place, the budgeting process will be run by the new Board which will take into consideration the previous budgets and spends required by each of the sections, the same as in any company.

Q: The budget breakdowns produced reflect many of the overall costs, but not all of the costs are paid by the EIHA as many of them are shared with the parents of the players taking part in the Elite programmes. The budget document is far too broad and does not break down the costs (i.e., the EIHA contribution to the England programme is £50K while the rest is self-funded). If you do the same with the Education Programme, why does that not have the income showing that coaches pay to attend? A: The original budgets for operating the New NGB, as presented within the EIHA accounts historically, included a turnover in the region of £640K per annum. It was flagged by the EIHA senior leadership team, a group of leaders from a cross section of the EIHA, that this was not a true reflection as the association has spent significantly more on certain activities, including but not limited to junior development. It is correct to state that these programmes are self-funded, as parents pay a significant amount into the programmes in order to take part. However, this money is being paid to the EIHA for the delivery of the programme and in turn, the EIHA uses this money to directly pay for the activities being undertaken. This money is therefore being paid into and out of the EIHA and as such, has been declared as additional income and expenditure in relation to the programmes. This approach was confirmed within an independent financial audit by the EIHA following shortcomings within internal financial processes of the association, and as shown within this audit, the actual monies being collected and spent by the association have been reflected within the budgets set out by the EIHA Board.

Q: The new Articles state that all Members must pay membership fees. Why will EIHA clubs have to pay membership fees under the New NGB when we don’t pay them now? How much will the fees be? A: Article 31.3 allows the Board to introduce and collect a membership fee if needed in the future. As with a lot of the language in the new Articles, this provision does not create an obligation for the Board to do something but, rather, permits the new Board to do so if the interests of the sport call for it. All membership arrangements, including whether to collect fees and if so, those fee amounts will be unchanged from the 2019-20 season. For avoidance of doubt, this means if you did not pay a membership fee in 2019-20, you will not owe a membership fee for the 2020-21 or 2021-22 seasons.

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Q: Will Rec teams be required to pay an Affiliation Fee and if so, what sort of amount would this be? A: Membership fees will remain exactly as they are now. Currently, EIHA members do not pay an affiliation fee to be a corporate member and have voting rights, however SIHA members do have a demarcated affiliation fee to be a corporate member which is separate to their individual registration fee. The current arrangement will stay in place and no affiliation fee will be charged to EIHA members. The new Board can review the approach to affiliation fees in the future – the same as the existing EIHA Board can do now.

Q: Won’t the cost of ice hockey increase as a result of unification, with individuals and teams bearing the burden of making up the additional costs? A: To the contrary, a unified body will reduce costs. A well-structured and unified sport will be able to find financial savings associated with the replacement of two separate bodies into one, as with any such process whereby operating costs will be reduced. A very simple example of this is that instead of paying expenses for two boards, meeting and travelling to independent board meetings, there will only be one and this would make a saving. We will also have savings across a large number of areas where we are able to rationalise our offer such as only having to run one educational programme for the whole of the UK and only paying one set of affiliation fees to organisations like UK Active.

An initial figure of nearly £50K has already been identified as potential savings that could either be reinvested back into the sport on strategic priorities or in reducing costs from the current position. There is also the opportunity to get better value for the sport on services such as our retail partners where we would be in a stronger position to negotiate a better deal for our participants within programmes such as Conference or England.

Q: One argument for unification is the set-up of a proper governance structure which could lead to eligibility for government funding, but hasn’t the EIHA already received government funding? A: The first thing to note is that a proper governance structure does more than simply produce eligibility for government funding. A strong foundation is required for the success of any sport, at any level. Of course, eligibility for financial support is an important incentive to ensuring that our sport is run properly. As it currently stands, the EIHA is not eligible for typical government funding. The EIHA did apply for and was awarded more than £343,000 in funding from Sport England’s Sector Partner Fund, which was a fund set up to assist the sport and physical activity sector through the crisis created by COVID-19, however, that funding is one-off and will not be recurring in subsequent years. Moreover, a condition of that funding is that the sport of ice hockey in England develops a strong governance structure, such as the one proposed with the vote for unification. In practice, this means that a vote against unification may result in the EIHA having some challenging conversations with Sport England about how the sport is going to reform its governance.

Q: If the New NGB receives funding from Sport England, can that money be spent in Scotland? Likewise, if money is received from Sport Scotland, can that money be spent in England?

29 A: The terms and conditions of funding from Sport England and Sport Scotland do not change when unification happens. Sport England and Sport Scotland will both be able to fund the New NGB if they choose to, but their funding criteria will dictate where the money can be spent and for the case of Sport England, that will be on English programmes and for the case of Sport Scotland, that will be on Scottish programmes. Being a unified body doesn’t open up Sport Scotland funding to English members, or vice versa Sport England funding to Scottish members. However, being unified does establish a better governed organisation which is more appealing for both funding agencies to be able to invest into separately. This is the same arrangement for other UK NGBs where no Home Country NGBs exist.

International Ice Hockey

Q: Will the Conference/England/Scotland programmes still exist after unification? Will everything be replaced with the GB programme? A: The current on-ice structure, including the Conference, England and Scotland teams will remain as they are under the New NGB for at least the 2021-22 season. We anticipate that the junior section leads will review how this works and present proposals to the new Board for future years. Any reference to “United Kingdom” or “Great Britain” in international competition within the new Articles is meant merely to link the New NGB with the IIHF for international events.

On-Ice Operations

Q: How will the sport continue to run during the Transitional Period? A: The sport will continue via the work of our volunteer workforce who currently undertake a large number of the operational roles across our sport. The Transition Board’s primary role is to build a new Board that will put into place the strategy and build upon the work of our volunteers, but also help provide leadership and direction to the sport and to the volunteers overall. The new Board will be more strategic and as a result, more able to effectively lead our sport forward and develop it for the benefit of all those involved.

Q: How will the sport run under the New NGB? A: Ice hockey is built on the fantastic community that supports it, and this will not change under the New NGB. It is likely, however, there will be a range of changes in how the sport operates behind the scenes as systems and processes are improved. The New NGB has an outline strategy that puts in place some of the building blocks that will make our sport successful in the future and provide better support to our members.

Q: What is the plan for junior hockey since England and Scotland have differing age groups. What will the age groups be across the UK? A: The SIHA has altered their junior league structures for the 2020-21 season to match the EIHA league and age brackets (which will likely be carried over into the 2021-22 season). This means that we should go into the 2021-22 season with standardised age groups across the UK. Moving forward it is anticipated that the operational people within the junior section will work on proposals for any future seasons and any future changes they

30 feel need to be made. As those involved in the day-to-day management of the sport, it will be crucial for the people in roles closest to the delivery of the sport to provide input and assistance to the new Board so it may make informed decisions.

Q: How will accountability be delegated through the sub-organisations? (i.e., juniors, Rec, etc.)? A: Everyone in an operational role in the sport will have a role description and be accountable for running their section/department of the sport. Their accountability is delegated by the Board, which remains ultimately accountable. The operational roles will be required to report back to the Board on decisions and proposals.

Q: What will happen with the semi-professional and professional leagues and how will they better integrate with other organisations in either outcome? A: There are no proposed changes being made for these leagues. Any changes to the leagues in the future will be made using the new governance and operational structures. The new organisation will only be responsible for the leagues which are currently administered under SIHA, EIHA and IHUK (the National Ice Hockey League and the Scottish National League). The Elite League is a separate company and has not indicted any intention to come under the governance of the new organisation or any of the existing organisations.

Q: What does a long-term club support programme look like under a consolidated body? A: There are no long-term plans being proposed under the governance review. The governance review changes the structures of the sport which in turn will enable the new governance structure to develop the plans needed for our sport in the future. It is anticipated that a club support programme will be developed under the direction of the new Board in consultation with the Game Advisory Group and the operational leads for the various sections. Pre-determining what this looks like is not a role for the existing boards nor the governance working group.

The Rec Section

Q: What benefits will the Rec Section receive in a unified NGB? A: The Rec Section will benefit from being part of a well-governed organisation that will better serve its interests. The New NGB will understand and work with all of its members, including the Rec Section, to deliver what they need. The Rec Section will also have a place on the Game Advisory Group, which will provide the section with a stronger voice than it has had under previous governing bodies.

Q: If unification is passed, doesn’t that mean the Rec Section will form its own organisation, creating a huge loss in funding for the New NGB? A: This risk of fragmentation exists with any governing body. However, the strategy includes support for all sections and our whole sport is included so that all can benefit from the advantages of being part of a strong governing body. If an individual or group wishes to setup a rival body, there is nothing to stop this (the same as now) however, they would not

31 be a recognised NGB and the recognised NGB would likely still deliver a set of services to support recreational players with all the support services required to deliver.

Player Development

Q: Why does the strategic plan support a dual career pathway when our ambition should be to allow players to develop into professional athletes? A: The new Board’s aim will be to do what is best for the sport of ice hockey and that includes its many participants. The goal is to provide a clear development pathway, supporting our athletes at all stages – this includes matters on and off the ice. The most obvious reason to have a dual career pathway is the simple fact that not all junior ice hockey players will develop into professional athletes. There are many factors that could prevent such a feat. Even for those who do achieve professional status, there are again many factors that could require an athlete to pursue another career – injury and lack of adequate compensation are just two examples. Research has also shown that professional athletes who have certain skills and education have greater quality of life post-playing career. Beyond our athletes who wish to pursue a professional ice hockey career, there will undoubtedly be those with other pursuits in mind. We don’t want some of those athletes to give up ice hockey in order to pursue a career outside of the sport when we can support them in their pursuits.

Q: Why will the New NGB have player development when so many of its participants will be purely recreational players? A: All NGBs have a paramount duty to the sport over which it presides. As such, all sections of the sport are important and need to be considered. By setting up a development pathway, the New NGB will be providing an important resource to its junior players as well as a benefit to the sport as a whole. It is just one area that the New NGB will be operating in and will not negatively impact the other areas of the sport, such as recreational ice hockey.

English Ice Hockey Community

Q: The EIHC promises positive change for our sport and points out the shortcomings of the EIHA. Why should we support unification when this new organisation can deliver the change in less time with a focus on the viewpoints of those involved in the sport? A: The EIHA wants meaningful and positive change for the sport of ice hockey, which is why the EIHA Board supports the move to unify our sport. Our proposed change is off the back of membership feedback, an intense governance and financial review, and countless hours of research, discussion and planning. We have worked with a group of senior leaders within our sport to understand where the shortcomings are and how we can best serve the sport and all of its participants. Based on this hard work and the view of those within our sport, unification is most advantageous for our sport, in both the short- and long-terms.

According to its website, the EIHC promises a lot of things but what they don’t do is provide a detailed course of action. Anyone can make vague assertions but nothing can be

32 accomplished without a planned way forward. Our documentation lays out financial information, strategic initiatives and an initial structure. Through the New NGB’s Articles, further guidance is provided on how the organisation will operate and take decisions. All of this is based on the principles of good governance. The EIHC has no evidenced documentation and its supporters hide behind a veil of anonymity.

Miscellaneous Questions

Q: I’m worried that the New NGB will only be concerned with making money. How can we be sure the new Board won’t disregard the views of the membership if it has an opportunity to make a profit? A: The New NGB, like the EIHA and IHUK, will be a non-profit organisation. Being a non- profit will not exclude the New NGB from generating revenue or even generating a profit, it merely means the New NGB will only be allowed to reinvest any profits back into the sport. This means no directors or other individuals on the Board will receive any financial benefit from the success of the New NGB, regardless of the amount of revenue generated by the sport.

If Members aren’t satisfied with how the new Board is allocating money, they can hold the Board to account under Article 22.

Q: Much of the strategy could be put into place quicker than over four years. Can things not be accelerated to bring benefits to the sport sooner? A: The Board of the New NGB will be acting at all times in the best interest of the sport. If there is an opportunity to accelerate any of the objectives in a responsible manner, it will be done. However, much of the desired changes will take time to implement. Not only will the new Board continue to consist of volunteers, there will also be other individuals involved in the implementation of these initiatives (our clubs, our volunteers, parents, athletes, ice rinks, just to name a few). The new Board cannot unilaterally implement change; it will be dependent upon all the individuals and organisations that currently play a role in operating our sport. What the new strategy does is affirmatively outline objectives for the new Board to ensure that it stays vigilant and can be held to account by the membership should it fail to achieve the agreed objectives.

Q: How will the new body support the growth of ice hockey which is currently mainly self- managed at a club level? A: The role of any NGB is to set the strategy for the sport and then develop tools and resources for clubs to use to implement the strategy and to help them be sustainable. Clubs will remain separate legal entities and be responsible for running their own organisation – however, the NGB should be providing guidance, support and resources along with programmes which a club can pick up and use to help them in their own delivery and endeavours.

Q: What learnings have been taken from other sporting bodies such as the FA and LTA, to accelerate the development of ice hockey in the UK through the consolidated body?

33 A: The governance working group wrote to all of the Sports Councils for advice on how to best manage the sport and the response was unanimous in their view that for the size of the sport, a unified model for the future would be best. Comparisons with the FA and the LTA are helpful in terms of the types of work they are doing but these must be balanced with the size of those operations and so conversations with smaller sports have proved to be more useful. For example, Table Tennis England went through a similar restructure a few years ago and we have learned from them how they set up their Members Advisory Group, which we have used in our proposed Game Advisory Group structure.

Q: The number of committees and advisory members (e.g., 13 in the Game Advisory Group) has a large number of stakeholders which will naturally lead to a slower rate of development. How is this risk being mitigated? What processes and policies have been or will be created? A: The Game Advisory Group is a consultative forum so its size is set to ensure appropriate views can be shared. A clear Terms of Reference is in place and meetings will be run with clear agendas and actions. A link between the Game Advisory Group and the Board is in place which will ensure focus and that any actions have clear deadlines. All of the subcommittees of the Board have clear Terms of Reference and are in place to enable discussion and work to be able to report back into the Board. Clear accountability is achieved through the Terms of Reference and delegated authorities throughout the structure.

Q: Why aren’t ice rinks included on the new Board of the New NGB? There’s no ice hockey without ice rinks. A: Few, if any, NGBs have a separate board position set aside for someone from the sport’s facilities. Whilst not explicitly listed in the Articles, as the Board allows for four Nominated Directors elected from the membership and a number of Independent Director roles, this may be able to include someone with expertise in sport facilities management and/or sport development at a strategic level. Experience in working with and managing ice rinks is important to have within the organisation but the remit of the Independent Directors would need to be defined based upon the sport’s needs identified within a skills assessment of all board members (independent and member elected), which would need to take place as the board comes together.

Even if a board position may not be appropriate, our shared working is an important part of our sport for venues, ice hockey and ice skating. Therefore, a Facilities Advisory Group has been added as a committee at Article 9 of the new Articles.

Q: If unification doesn’t happen, what steps will be taken to better integrate and remove the fragmentation of the different areas of ice hockey for the benefit of the sport? A: If unification doesn’t happen, then a lot of time and effort will have been wasted – however the Members need to vote for what they believe is right for the sport. It is important to understand that after more than 24 months of working on a model of unification, if the vote is not supported, then further time will be spent re-designing an England-only model to be brought back for a vote to the membership. There will be a delay to our sport progressing whilst the model, structure, processes and documents are re- drafted and re-purposed for an England-only model.

34 The first step will be to update the existing EIHA Articles to make them fit for purpose and improve the governance of the EIHA. Whilst some of the work will be transferable from the Articles drawn up for this process, there will be a need to go back to the drawing board to devise a lot of the detail around how to structure and establish a new fit for purpose English body. This could result in further consultation meetings with the Members and a governance solution not being voted on for another 12 to 18 months. For example, a review of what the Board composition for an England-only body would need to be and whether the England-only body would be served best by having the same Game Advisory Group structure would be immediate things to examine and change for an England-only model. Outside of the first step, the EIHA would then need to identify the areas of the sport it can influence and work within those parameters. If the sport remains fragmented, then the EIHA will need to build agreements and contracts with all other governing bodies/areas of the sport which it does not manage so there is clarity of relationship and responsibility. The sport has been attempting to work as a federal model and to put in place Memorandums of Understandings, agreements and contracts for many years and has failed to do so, therefore it is important that this task is not viewed as easy or quick to execute. The end result of voting against unification would ultimately be a federal model which could contain Service Level Agreements, Memorandums of Understanding and contracts, but to get to that point would be the product of significant, additional work and cost, and there is no guarantee that all areas of the sport will be able to work together effectively.

Q: Is there an exit clause if the Members (former EIHA and SIHA Teams) of the New NGB don’t think the new arrangement is working? A: When the New NGB is created, the EIHA, SIHA and IHUK cease to exist. The Members of those organisations will become Members of the New NGB and so in this sense there is no exit clause for IHUK, SIHA or EIHA as they will not have any members or exist as entities in the same way they do now. However, there are protections in place for the members of the New NGB: 1. The Board of the New NGB will, as soon as possible after the New NGB has been in existence for 18 months, undertake a full review of its arrangements. 2. The New NGB membership (whether former SIHA or EIHA clubs/teams) under Company Law will have the option to dissolve the New NGB and create a replacement organisation or divide the sport into three separate organisations (like we have now). 3. The individual Members of the New NGB (whether former SIHA or EIHA clubs/teams) can also decide to resign their membership of the New NGB and set up their own organisation or become a member of a different organisation – membership is always a choice. Despite these options above, the view is that Members of the New NGB will be much better served than they are currently and the sport will be in a much better position.

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SECTION FOUR: UK Ice Hockey Association Operational Structure

This section has been pulled together to provide you with clarity about the governance and operational structures which will be in place from day 1 of the new NGB.

As a result of feedback, we thought it was vital to show the structures that will be in place on day 1 of the new NGB and make a clear distinction between the governance/strategic structures and the operational/delivery structures for the sport.

This is presented to provide reassurance that the sport will continue to operate.

This section also sets out draft Terms of Reference for the Board, the sub-committees and the Game Advisory Group to show the detail of what is being proposed.

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UK Ice Hockey Board Structure

Independent Chair

Company Secretary

Home Nation Chief Operating Independent Elected Director x Officer Director x 5 4

The Board is the strategic decision-making body and has oversight of the sport. It is not operational. Operational activity and discussion is left to the individuals/groups to whom it is delegated (See operational structures on the next pages).

See draft Board TOR (Appendix 1 of this Section) for clarification on how the Board will operate.

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Committee and Advisory Group Structure

UK Ice Hockey Board

Game Advisory Elite Game Facilities Nominations Finance Audit and Risk Group Advisory Group Advisory Group Committee Committee Committee

The sub committees of the Board are not to manage operational aspects of the sport. The sub-committees of the Board are made up of individuals on the Board to focus on specific delegated topics by the Board. The Nominations Committee is in place to run and oversee the election and appointment of individuals to the Board. The Audit and Risk Committee is in place to oversee the audit requirement and the risk management processes. The Finance Committee will oversee the finance work of the organisation. The Facilities Advisory Group would be formed to join the strategy of the organisation with the requirements of venues and the wider ice sport sector.

See draft TOR for the sub-committees for the Nominations, Audit and Risk and Finance Committees (Appendix 2, 3 and 4 of this Section).

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Game Advisory Group Structure

Chair of Game Advisory Group

Chief Operating Officer

Recreational x 2 Coaching x 2 Juniors x 2 Seniors x 2 Women’s x 2 University x 1 Referees x 2

The Game Advisory Group is part of the strategic decision-making structure of the sport. The members of the Game Advisory Group are elected to provide views and act as a consultative body for the Board to get members’ perspectives on initiatives. They will help the Board understand the practical implications of decisions and how policies are likely to be received by the people participating in the sport.

The members of the Game Advisory Group are not the operational heads of the various sections. The members of the Game Advisory Group are elected by the individuals in their section to be a voice and to represent views from the members of that part of the sport. The Game Advisory Group is consulted by the Board to help the Board make decisions and approve operational plans.

See draft TOR for the Game Advisory Group (Appendix 5 and 6 of this Section).

Note: The operational plans will be prepared and run by the operational heads of sections

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UK Ice Hockey Initial Operating Structure

Transition Board

Performance Education Senior Section Juniors Section Refereeing Section * Operations Section Programme Programme

NIHL / SNL Conference VACANT VACANT Graham Houston Programme Joy Johnston Steven Lynch Rab Brown Georgina Crebbin Andy Brown Dave Hayward Martyn Etheridge Alison Taylor Ben Pitchley Carol AnnWatt Graham Watt WNIHL Sally Taylor Duncan Shearer

Recreational England Tony Boynton Programme Alex Cram VACANT

Universities GB Programme Andrew Miller Mark Beggs Tony Hand Gary Brine Pete Russell Cheryl Smith Martin Grubb Sean Easton Mike Clancy Ryan Rathbone

* Operations Section is shown on next page given number of individuals involved currently in different capacities under this heading.

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Transition Board

Operations Section

Fixtures Secretary Safeguarding Officer Media and Marketing Finance Secretary Equality and Diversity Statistician General Secretary Tony Lack Discipline Secretary Rhonna Anderson Manager Registrations Irene Jones Officer Kevin Gerrard Andy French Jim Taylor Lynn Faber Lynne Clark Craig Simpson Secretary Aileen Robertson Daryl Smith John Patterson Liz Morlee Richard Grey Mark Anderson Chris Ellis Val Wilkinson Jenny Wood Jim Taylor

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UK Ice Hockey Potential Future Operating Structure

UK Ice Hockey Board

Chief Operating Officer

Head of Seniors Head of Juniors Head of Education Head of Refereeing Head of Performance Head of Operations

Note: This is provided as an example of what the future operational structure could look like.

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Appendix 1 - Draft TOR for Board

1. Purpose and Objectives 1.1 The Board is the strategic decision-making body and has oversight of the sport. It is not operational. 1.2 The Board is the ultimate decision-making body and exercises the powers of the the UK Ice Hockey Association contained within the Articles of Association or current legislation. 1.3 The Board is responsible for: 1.3.1 ensuring that the UK Ice Hockey Association and the Board operate within the limits of their powers and responsibilities as defined by the Articles of Association 1.3.2 setting the strategy of the organisation; 1.3.3 approving the long-term financial plan and annual budget; 1.3.4 monitoring delivery of the strategic plan and objectives; 1.3.5 ensuring it receives and reviews regular financial information concerning the management of the UK Ice Hockey Association; 1.3.6 periodic review of major risks and establishing interventions or mitigation; 1.3.7 discussion of, and engagement with, stakeholder’s proposals and concerns; 1.3.8 setting the values and standards of the UK Ice Hockey Association and ensuring that the culture of the organisation reflects those values and standards; 1.3.9 demonstrating high standards of corporate governance at all times; 1.3.10 maintaining oversight of key rules and policies; 1.3.11 Ensuring that the interests of the UK Ice Hockey Association are represented externally as required and identifying opportunities for coordination and cooperation with other bodies to further the sports’ aims; 1.3.12 appointing/removing individuals in operational roles and functions for the sport; and 1.3.13 provide a support and challenge function to the operational delivery team for the sport as appropriate.

2. Board Membership 2.1 The composition of the Board is set out in the Articles. 2.2 The maximum size of the Board is eleven (11) made up of the following 2.2.1 Independent Chair 2.2.2 Up to 2 nominated directors elected by England & Wales members 2.2.3 Up to 2 nominated directors elected by Scotland & Northern Ireland members 2.2.4 Up to 5 independent directors (one of whom will be appointed as the Senior Independent Director) 2.2.5 Up to 1 executive (operational lead/management team member) 2.3 The rules which govern the balance of the composition are as follows: 2.3.1 at least 25% in number of the Board shall be Independent Directors 2.3.2 the number of Independent Directors in office (excluding for these purposes the Chair) shall always be at least one more than the number of Nominated Directors in office; 2.3.3 the recruitment of members of the Board shall be made by open advertisement and competency-based selection; and

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2.3.4 shall recruit members of the Board with appropriate diversity, independence, skills, experience and knowledge to take effective decisions that will further the Objects and in carrying out such recruitment the Company shall, for the avoidance of doubt, target a minimum of 30% of each gender on the Board. 2.4 The quorum for meetings of the Board may be fixed from time to time by a decision of the directors, and unless otherwise fixed is four Directors, of which at least two shall be Independent Directors.

3. Decision-Making 3.1 Any decision of the Board must be a majority decision. 3.2 If the numbers of votes for and against a proposal at a meeting of the Board are equal, the chairman of the meeting shall, if he is present, have a casting vote.

4. Meetings 4.1 Meetings of the Board must take place at least eight times in each calendar year. 4.2 Any director may call a meeting of the Board by giving at least five days’ notice of the meeting to the directors or by directing the Company Secretary to give such notice.

5. Paper and presentation guidelines 5.1 Papers for Board meetings will be circulated by the Company Secretary at-least 5 working days ahead of a meeting. 5.2 All items on the agenda for a Board meeting will require as a minimum a Board cover sheet setting out the topic for discussion and the reason for inclusion on the agenda.

6. Records and Minutes 6.1 The Board must ensure that the Company keeps a record, in writing, for at least ten years from the date of the decision recorded, of every appointment by the Board and of every unanimous or majority decision taken by the Board (and all committees) and by the Company at general meeting. 6.2 Any such records, if purporting to be signed by the chairman of the meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

7. Delegating tasks and powers 7.1 The UK Ice Hockey Association shall have a Finance Committee, an Audit and Risk Committee, a Nominations Committee, a Game Advisory Group, an Elite Game Liaison Group and such other committees as the Board thinks fit. 7.2 Day to day management of the UK Ice Hockey Association is delegated by the Board to the section leads to form a management team. 7.3 Financial authorities are in place for each level of the sectional leads and management team. All acts and proceedings so delegated shall be reported to the Board in due course.

8. Review of the Board 8.1 On an annual basis the Board will assess its effectiveness by: 8.1.1 All Board members individually completing the Board skills matrix

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8.1.2 All Board members completing the Board Declaration of Interests form 8.1.3 A Board effectiveness and member appraisal conducted by the Chair 8.1.4 A Chair appraisal conducted by the Senior Independent Director

9. Role of the Chair 9.1 The role of the Chair is: 9.1.1 To be responsible for the leadership of the UK Ice Hockey Association Board and to be accountable for the effectiveness of the Board 9.1.2 To ensure that the UK Ice Hockey Association achieves its purposes in accordance with the objects set out in its Articles of Association 9.1.3 To promote the highest standards of corporate and sport governance at Board level and throughout the UK Ice Hockey Association sections 9.1.4 To provide effective strategic leadership of the UK Ice Hockey Association 9.1.5 To act as a lead representative and strong advocate of the work of the UK Ice Hockey Association to key stakeholders 9.1.6 To promote a culture of openness, transparency and respect throughout the UK Ice Hockey Association 9.1.7 To ensure that the UK Ice Hockey Association acts responsibly having due regard to its reputation and as a national governing body of sport / development agency (as defined by UK Sport and the national Sport Councils) and as a representative of its members interests.

Note: For the avoidance of doubt, the Chair is non-executive and will not take a role in operational decisions. As outlined above these decisions are delegated to the appropriate section lead and management team representative.

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Appendix 2 - Draft TOR for Audit and Risk Committee

1. Membership 1.1. The committee shall comprise at least three members. At least one member shall have recent and relevant financial experience and the committee as a whole shall have competence relevant to the sport sector. The chair of the board shall not be a member of the committee. 1.2. Members of the committee shall be appointed by the board, on the recommendation of the nomination committee in consultation with the chair of the audit and risk committee. 1.3. Appointments shall be for a period of up to three years which may be extended for up to one additional three-year periods, provided members continue to be independent. 1.4. Only members of the committee have the right to attend committee meetings. However, where there is an executive involved in the day to day financial operations of the organisation, they may be invited to attend meetings of the committee on a regular basis and other individuals may be invited to attend all or part of any meeting as and when appropriate. 1.5. The board shall appoint the committee chair. In the absence of the committee chair and/or an appointed deputy at a committee meeting, the remaining members present shall elect one of themselves to chair the meeting.

2. Secretary The company secretary, or their nominee, shall act as the secretary of the committee and will ensure that the committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

3. Quorum The quorum necessary for the transaction of business shall be three directors.

4. Frequency of meetings 4.1 The committee shall meet at least three times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. 4.2 Outside of the formal meeting programme, the committee chair will maintain a dialogue with key individuals involved in the company’s governance, including the board chair and the external audit lead partner.

5. Notice of meetings 5.1. Meetings of the committee shall be called by the secretary of the committee at the request of the committee chair or any of its members. 5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the committee and any other person required to attend no later than five working days before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees, as appropriate, at the same time.

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6. Minutes of meetings 6.1. The secretary shall minute the proceedings and decisions of all committee meetings, including recording the names of those present and in attendance. 6.2. Draft minutes of committee meetings shall be circulated to all members of the committee. Once approved, minutes should be circulated to all other members of the board and the company secretary unless, exceptionally, it would be inappropriate to do so.

7. Engagement with Members The committee should provide a report for the annual general meeting to outline the committee’s activities for members.

8. Core Duties

8.1 Narrative reporting 8.1.1 Where requested by the board, the committee should review the content of the annual report and accounts and advise the board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for members to assess the organisation’s performance, business model and strategy and whether it informs the board’s statement in the annual report on these matters.

8.2 Internal controls and risk management systems The committee shall: 8.2.1 Keep under review the company’s internal financial controls systems that identify, assess, manage and monitor financial risks, and other internal control and risk management systems. 8.2.2 Review and approve the statements to be included in the annual report concerning internal control, risk management, including the assessment of principal risks and emerging risks, and the viability statement.

8.3 Compliance, speaking up and fraud The committee shall: 8.3.1 Review the adequacy and security of the organisation’s arrangements for its executives, volunteers, contractors and external parties to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action. 8.3.2 Review the organisation’s procedures for detecting fraud. 8.3.3 Review the organisation’s systems and controls for the prevention of bribery and receive reports on non-compliance.

8.4 Internal Audit The committee shall: 8.4.1 Appoint a head of internal audit.

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8.4.2 Review and approve the role and mandate of internal audit, monitor and review the effectiveness of its work, and annually approve the internal audit charter ensuring it is appropriate for the current needs of the organisation. 8.4.3 Review and approve the annual internal audit plan to ensure it is aligned to the key risks of the organisation and receive regular reports on work carried out. 8.4.4 Ensure internal audit has unrestricted scope, the necessary resources and access to information to enable it to fulfil its mandate, ensure there is open communication between different functions and that the internal audit function evaluates the effectiveness of these functions as part of its internal audit plan. 8.4.5 Ensure the internal auditor has direct access to the board chair and to the committee chair, providing independence from the executive and accountability to the committee. 8.4.6 Carry out an annual assessment of the effectiveness of the internal audit function.

8.5 External Audit The committee shall: 8.5.1 Consider and make recommendations to the board, to be put to members for approval at the AGM, in relation to the appointment, re-appointment and removal of the company’s external auditor. 8.5.2 Develop and oversee the selection procedure for the appointment of the audit firm in accordance with applicable Code and regulatory requirements, ensuring that all tendering firms have access to all necessary information and individuals during the tendering process. 8.5.3 if an external auditor resigns, investigate the issues leading to this and decide whether any action is required. 8.5.4 Oversee the relationship with the external auditor to include terms of engagement, fee and quality of work. 8.5.5 Assess annually the external auditor’s independence and objectivity taking into account relevant law, regulation, the Ethical Standard and other professional requirements and the organisation’s relationship with the auditor as a whole. 8.5.6 Satisfy itself that there are no relationships between the auditor and the organisation (other than in the ordinary course of business) which could adversely affect the auditor’s independence and objectivity. 8.5.7 Agree with the board a policy on the employment of former employees of the company’s auditor, taking into account the Ethical Standard and legal requirements, and monitor the application of this policy. 8.5.8 Evaluate the risks to the quality and effectiveness of the financial reporting process in the light of the external auditor’s communications with the committee. 8.5.9 Review the findings of the audit with the external auditor. This shall include but not be limited to, the following: 8.5.9.1 A discussion of any major issues which arose during the audit

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8.5.9.2 The auditor’s explanation of how the risks to audit quality were addressed 8.5.9.3 Key accounting and audit judgements 8.5.9.4 The auditor’s view of their interactions with senior management 8.5.9.5 Levels of errors identified during the audit 8.5.10 Review any representation letter(s) requested by the external auditor before it is (they are) signed by management 8.5.11 Review the management letter and management’s response to the auditor’s findings and recommendations 8.5.12 Review the effectiveness of the audit process, including an assessment of the quality of the audit, the handling of key judgements by the auditor, and the auditor’s response to questions from the committee.

9. Reporting responsibilities 9.1. The committee chair shall report formally to the board on its proceedings after each meeting on all matters within its duties and responsibilities and shall also formally report to the board on how it has discharged its responsibilities. 9.2. The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed. 9.3. The committee shall compile a report on its activities to be included in the company’s annual report. The report should describe the work of the audit committee. 9.4. In compiling the reports referred to in 9.1 and 9.3, the committee should exercise judgement in deciding which of the issues it considers in relation to the financial statements are significant, but should include at least those matters that have informed the board’s assessment of whether the company is a going concern and the inputs to the board’s viability statement. The report to members need not repeat information disclosed elsewhere in the annual report and accounts but could provide cross-references to that information.

10.Other matters 10.1. The committee shall have access to sufficient resources in order to carry out its duties, including access to the company secretariat for advice and assistance as required. 10.2. The committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members. 10.3. The committee shall give due consideration to all relevant laws and regulations, and best practice guidelines as appropriate. 10.4. The committee shall be responsible for oversight of the coordination of the internal and external auditors. 10.5. The committee shall ensure that a periodic evaluation of the committee’s own performance is carried out. 10.6. The committee shall at least annually, review the committee’s terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval.

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11.Authority 11.1. The committee is authorised by the board to obtain, at the company’s expense, outside legal or other professional advice on any matters within its terms of reference. 11.2. The committee is authorised to seek any information it requires from any volunteer or executive of the organisation in order to perform its duties. 11.3. The committee has the right to publish in the organisation’s annual report, details of any issues that cannot be resolved between the committee and the board. If the board has not accepted the committee’s recommendation on the external auditor appointment, reappointment or removal, the annual report should include a statement explaining the committee’s recommendation and the reasons why the board has taken a different position.

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Appendix 3 - Draft TOR for Finance Committee

1. Membership 1.1. The committee shall comprise at least three members. At least one member shall have recent and relevant financial experience and the committee as a whole shall have competence relevant to the sport sector. The chair of the board shall not be a member of the committee. 1.2. Members of the committee shall be appointed by the board, on the recommendation of the nomination committee in consultation with the chair of the finance committee. 1.3. Appointments shall be for a period of up to three years which may be extended for up to one additional three-year periods, provided members continue to be independent. 1.4. Only members of the committee have the right to attend committee meetings. However, where there is an executive involved in the day to day financial operations of the organisation, they may be invited to attend meetings of the committee on a regular basis and other individuals may be invited to attend all or part of any meeting as and when appropriate. 1.5. The board shall appoint the committee chair. In the absence of the committee chair and/or an appointed deputy at a committee meeting, the remaining members present shall elect one of themselves to chair the meeting.

2. Secretary The company secretary, or their nominee, shall act as the secretary of the committee and will ensure that the committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

3. Quorum The quorum necessary for the transaction of business shall be three directors.

4. Frequency of meetings 4.3 The committee shall meet at least three times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. 4.4 Outside of the formal meeting programme, the committee chair will maintain a dialogue with key individuals involved in the company’s governance, including the board chair and the person managing the financial day to day work for the organisation.

5. Notice of meetings 5.1. Meetings of the committee shall be called by the secretary of the committee at the request of the committee chair or any of its members. 5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the committee and any other person required to attend no later than five working days before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees, as appropriate, at the same time.

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6. Minutes of meetings 6.1. The secretary shall minute the proceedings and decisions of all committee meetings, including recording the names of those present and in attendance. 6.2. Draft minutes of committee meetings shall be circulated to all members of the committee. Once approved, minutes should be circulated to all other members of the board and the company secretary unless, exceptionally, it would be inappropriate to do so.

7. Engagement with Members The committee should provide a report for the annual general meeting to outline the committee’s activities for members.

8. Core Duties

8.6 Financial Planning and Management 8.6.1 Review of management accounts and preparation of appropriate commentaries on the salient features of the accounts. 8.6.2 Review the organisation’s financial performance against its goals and purposes. 8.6.3 Review and recommend to the Board a long-range financial plan for the organisation. 8.6.4 Review and recommend to the Board an annual operating budget. 8.6.5 Review of statutory accounts and preparation of commentaries on the salient features of the accounts. 8.6.6 Review of budgets and financial information and the making of recommendations prior to approval by the Board. 8.6.7 Regular review of banking arrangements and the making of recommendations in this respect to the Board. 8.6.8 Regular review of insurance arrangements in place and recommendations to the Board on insurance cover policy. 8.6.9 Reporting to the Board on any financial or investment matters which it considers should be brought to the attention of the Board. 8.6.10 Ensure that any remuneration arrangements support the strategic aims of the organisation and are affordable before making a recommendation to the Board. 8.6.11 Make a recommendation to the Board on the policy for the remuneration across the organisation.

8.7 Financial Reporting The committee shall: 8.7.1 The committee shall monitor the integrity of the financial statements of the organisation, including its annual and half-yearly reports, preliminary announcements and any other formal statements relating to its financial performance, and review and report to the board on significant financial reporting issues and judgements which those statements contain having regard to matters communicated to it by the auditor.

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8.7.2 In particular, the committee shall review and challenge where necessary: 8.7.2.1 the application of significant accounting policies and any changes to them; 8.7.2.2 the methods used to account for significant or unusual transactions where different approaches are possible 8.7.2.3 whether the company has adopted appropriate accounting policies and made appropriate estimates and judgements, taking into account the external auditor’s views on the financial statements 8.7.2.4 the clarity and completeness of disclosures in the financial statements and the context in which statements are made 8.7.2.5 all material information presented with the financial statements, including the strategic report and the corporate governance statements relating to the audit and to risk management. 8.7.3 The committee shall review any other statements requiring board approval which contain financial information first, where to carry out a review prior to board approval would be practicable and consistent with any prompt reporting requirements under any law or regulation including the Listing Rules, Prospectus Rules and Disclosure Guidance and Transparency Rules sourcebook. 8.7.4 Where the committee is not satisfied with any aspect of the proposed financial reporting by the company, it shall report its views to the board.

9. Reporting responsibilities 9.1. The committee chair shall report formally to the board on its proceedings after each meeting on all matters within its duties and responsibilities and shall also formally report to the board on how it has discharged its responsibilities. 9.2. The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed. 9.3. The committee shall compile a report on its activities to be included in the company’s annual report. This report shall include the significant issues that it considered in relation to the financial statements and how these were addressed.

10.Other matters 10.1. The committee shall have access to sufficient resources in order to carry out its duties, including access to the company secretariat for advice and assistance as required. 10.2. The committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members. 10.3. The committee shall give due consideration to all relevant laws and regulations, and best practice guidelines as appropriate. 10.4. The committee shall ensure that a periodic evaluation of the committee’s own performance is carried out. 10.5. The committee shall at least annually, review the committee’s terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval.

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11.Authority 11.1. The committee is authorised by the board to obtain, at the company’s expense, outside legal or other professional advice on any matters within its terms of reference. 11.2. The committee is authorised to seek any information it requires from any volunteer or executive of the organisation in order to perform its duties.

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Appendix 4 - Draft TOR for Nominations Committee

1. Membership 1.1. The committee shall comprise at least five directors. A majority of the members of the committee shall be independent non-executive directors. 1.2. Appointments to the committee are made by the board on the recommendation of the nomination committee and shall be for a period of up to three years, which may be extended for up to one further three-year periods, provided the director still meets the criteria for membership of the committee. 1.3. Only members of the committee have the right to attend committee meetings. However, other individuals such as external advisers may be invited to attend for all or part of any meeting, as and when appropriate. 1.4. The chair of the board shall be either the chair of committee, except when the committee is managing the appointment of a new Chair – in these circumstances the committee will be chaired by the Senior Independent Director

2. Secretary The company secretary, or their nominee, shall act as the secretary of the committee and will ensure that the committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

3. Quorum The quorum necessary for the transaction of business shall be three directors with a minimum of two of those being independent Directors.

4. Frequency of meetings The committee shall meet at least twice a year and otherwise as required.

5. Notice of meetings 5.1. Meetings of the committee shall be called by the secretary of the committee at the request of the committee chair or any of its members. 5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the committee and any other person required to attend no later than five working days before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees, as appropriate, at the same time.

6. Minutes of meetings 6.1. The secretary shall minute the proceedings and decisions of all committee meetings, including recording the names of those present and in attendance. 6.2. Draft minutes of committee meetings shall be circulated to all members of the committee. Once approved, minutes should be circulated to all other members of the board and the company secretary unless, exceptionally, it would be inappropriate to do so.

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7. Engagement with Members The committee should provide a report for the annual general meeting to outline the committee’s activities for members.

8. Core Duties 8.1. Regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the board and make recommendations to the board with regard to any changes. 8.2. Ensure plans are in place for orderly succession to board and senior management positions and oversee the development of a diverse pipeline for succession, taking into account the challenges and opportunities facing the company, and the skills and expertise needed on the board in the future. 8.3. Keep under review the leadership needs of the organisation, both executive and non- executive, with a view to ensuring the continued ability of the organisation to effectively govern the sport. 8.4. Be responsible for identifying and nominating for the approval of the board, candidates to fill independent board vacancies as and when they arise. 8.5. Be responsible for reviewing applications for election and providing a recommendation to the membership on the suitability of applicants for election to the Board. 8.6. Before any appointment is made by the board, evaluate the balance of skills, knowledge, experience and diversity on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment and the time commitment expected. 8.7. In identifying suitable candidates, the committee shall use open advertising or the services of external advisers to facilitate the search and consider candidates from a wide range of backgrounds. 8.8. Ensure that, on appointment to the board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside board meetings. 8.9. Review the results of the board performance evaluation process that relate to the composition of the board and succession planning. 8.10. Review annually the time required from non-executive directors. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties. 8.11. Work and liaise as necessary with other board committees, ensuring the interaction between committees and with the board is reviewed regularly.

9. Additional duties 9.1. Make recommendations to the Board on any changes needed to the succession planning process if its periodic assessment indicates the desired outcomes have not been achieved. 9.2. Identify suitable candidates as new directors and succession for existing directors. 9.3. Make recommendations to the Board on the membership of the audit and risk and the finance committees, and any other board committees as appropriate, in consultation with the chair of those committees.

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9.4. Review and make recommendations to the Board on the re-appointment of independent non-executive directors at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the board in the light of knowledge, skills and experience required. 9.5. Review and make recommendations to the members on the re-election of elected non-executive directors on completion of their specified term, having due regard to their performance and ability, and why their contribution is important to the organisation’s long-term sustainable success in the light of the skills, experience and knowledge required and the need for progressive refreshing of the board, taking into account the length of service of individual directors, the chair and the board as whole. 9.6. Make recommendations to the Board on any matters relating to the continuation in office of any director at any time including the suspension or termination of service of executive and non-executive directors.

10.Reporting responsibilities 10.1. The committee shall provide a report to the board after each meeting on the nature and content of its discussion, recommendations and action to be taken. 10.2. The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed, and adequate time should be made available for board discussion when necessary. 10.3. The committee shall produce a report to be included in the company’s annual report describing the work of the nomination committee, including the process used in relation to appointments, its approach to succession planning and how both support the development of a diverse pipeline, how board evaluation has been conducted, the nature and extent of an external evaluator’s contact with the board and individual directors, the outcomes and actions taken, and how it has influenced or will influence board composition, the policy on diversity and inclusion, its objectives and linkage to company strategy, how it has been implemented and progress on achieving the objectives, and the gender balance of those in the senior management team and their direct reports. 10.4. If an external search consultancy has been engaged, it should be identified in the annual report alongside a statement about any other connection it has with the company or individual directors.

11.Other matters 11.1. The committee shall have access to sufficient resources in order to carry out its duties, including access to the company secretariat for advice and assistance as required. 11.2. The committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members. 11.3. The committee shall give due consideration to all relevant laws and regulations, and best practice guidelines as appropriate. 11.4. The committee shall ensure that a periodic evaluation of the committee’s own performance is carried out.

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11.5. The committee shall at least annually, review the committee’s terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval.

12.Authority The committee is authorised by the board to obtain, at the company’s expense, outside legal or other professional advice on any matters within its terms of reference.

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Appendix 5 - Draft TOR for Game Advisory Group

1. Establishment 1.1 The Game Advisory Group is established as a committee to support the Board under the Articles.

2. Responsibility 2.1 The Game Advisory Group shall be independent of the Board and shall be responsible for its own recommendations and actions under its own procedures and its Terms of Reference.

3. Purpose 3.1 The Game Advisory Group shall be the main advisory group working with the Board.

4. Role 4.1 The Game Advisory Group shall have the following roles: 4.1.1 To be consulted on, and to be able to raise with the Board, key strategic and operational initiatives; 4.1.2 To provide a source of expert advice to the Board on key strategic issues; 4.1.3 To work with the Board to promote ice hockey’s strategy in the UK; 4.1.4 To work with the Board to promote and uphold the shared values of ice hockey in the UK; 4.1.5 To communicate with the Board through Group meetings at agreed intervals and in specified circumstances, as well as electronically when appropriate; 4.1.6 To work with the Board to provide members with information on any relevant matter; 4.1.7 The Group’s role would be strategic advice for the Board not operational. 4.1.8 To work with the Board to provide the membership with information on any relevant matter, including when and why the Game Advisory Group advice has not been followed. 4.1.9 To work with the Board as ambassadors in promoting UK Ice Hockey and its strategy. 4.1.10 To issue an Annual Review to the membership on the work undertaken by Game Advisory Group and its interaction with the Board. 4.1.11 A representative of the Group should be invited to Board meetings from time to time as decided by the Board in order to update and share the Group’s work with the Board. This is in addition to a note of the Group’s meetings being shared with the Board as a matter of routine.

5. Membership 5.1 Membership of Game Advisory Group shall be skills- based, representing different constituencies within Ice Hockey. 5.2 The Game Advisory Group shall be composed of a maximum of eleven (11) members as follows:

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5.2.1 up to two representatives of the recreational section; 5.2.2 up to two representatives of the coaching section; 5.2.3 up to two representatives of the junior section; 5.2.4 up to two representatives of the senior section; 5.2.5 no more than one representative of the university section; 5.2.6 up to two representatives of the referees’ section; and 5.2.7 up to two representatives of the women’s section. 5.3 The Board shall nominate an operational lead or a member of the Board as it sees fit to attend meetings of the Game Advisory Group.

6. Appointment/ Election Process 6.1 Representatives shall be appointed by each relevant section to the Game Advisory Group through an open and transparent process which has been approved in advance by the Board. 6.2 Any registered member of UK Ice Hockey may apply for appointment under the relevant section appointments (except Board members and individuals in operational roles within that section). 6.3 Appointed representatives must remain a member of UK Ice Hockey during their tenure and if they cease to be registered as a member through their section then their tenure on the Game Advisory Group will cease. 6.4 A member of the Game Advisory Group shall not serve more than two consecutive three-year terms of office, unless otherwise agreed by the Board. 6.5 Each Section can determine how long each appointment or election is for (provided it is not for more than two consecutive three-year terms). i.e. It could be done on an annual basis if the section felt this appropriate.

7. Chairman 7.1 The members of the Game Advisory Group shall by majority vote appoint one of its own members as chairman of the Game Advisory Group. 7.2 The Chairman shall chair any meeting but if not present, the members at that meeting shall elect a chairman for the meeting

8. Meetings 3.1 There shall be a minimum of two and a maximum of four meetings of the Game Advisory Group per Membership Year; these should be held in appropriate and convenient locations depending on the geographical location of the members. 3.2 Involvement in these meetings remotely may occur and in general, use of virtual technology for communications by the Game Advisory Group is encouraged.

9. Agendas 9.1 Agendas of the Game Advisory Group meetings shall be set by the Chairman of the Game Advisory Group after appropriate consultation and circulated in advance.

10. Quorum 10.1 The quorum for any meeting of Game Advisory Group shall be five members.

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11. Voting 11.1 Each member of the Game Advisory Group present at a meeting (either in person or remotely) shall have one vote but the chairman of the meeting shall have a second and casting vote where there is no majority decision.

12. Minutes 12.1 Minutes of each meeting of the Game Advisory Group shall be recorded and published on the UK Ice Hockey Association website along with any other appropriate information relevant to the Group. 12.2 Secretarial assistance shall be provided by the UK Ice Hockey Association Company Secretary. 12.3 The Group should operate on a similar basis to the Board with regular meetings, a proper record of meetings and proposals, forward plan properly, and keep discussions strategic.

13. Terms of Reference 13.1 These Terms of Reference have been established by the Board and shall be reviewed annually with the Game Advisory Group. 13.2 As the role of the Group is to assist the Board, it is up to the Board to decide on any changes to the terms of reference of the Group or on any queries on how the Group is constituted and how it operates.

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Appendix 6 - Application Process and Role Descriptions for Game Advisory Group

Background The Game Advisory Group (GAG) is a new body within the governance structures of UK Ice Hockey. Its main role is to provide strategic advice to the Board of the UK Ice Hockey Association, reflecting the views of the ice hockey community.

Membership of GAG will be skills-based, representing different sections across the sport. There will be no more than 11 members.

The appointments are to be made through an open, transparent process (to which anyone except the Board and operational role holders can apply).

Each section of the sport will be required to run an open election and appointment process which allows the section to appoint their representative(s) to the Game Advisory Group.

The section can propose the voting method and term length they wish to use and once this is approved by the Board, they will be responsible for running the election and appointment of their representative(s).

Governance and Eligibility The Game Advisory Group shall be providing key advice to the Board and therefore it is essential that it operates under good governance principles similar to those that apply to the Board.

A person holding an operational role in the sport in any section, or who provides a service to the Company paid or unpaid may not be a member of the GAG. These provisions are subject to a degree of materiality. It is not intended to prohibit, for example, a coach who may be paid to assist with a junior team, or an official who receives the usual payment, or a club’s official whose provides services to the Club from being able to be a member of GAG.

The operational leads for the sections are responsible for providing operational plans and detailed work on the strategy for their sections to the Board. The Board will want to seek advice from the Game Advisory Group to ensure they understand the implications of any proposed plans before making a decision. This is the key reason why it is important that the members of the Game Advisory Group are not in operational roles in the sport (as otherwise the Board is not provided with an objective view when they go to the GAG for advice and views on a proposal from an operational section lead).

In the event that there is a question about the eligibility of an individual for election or appointment to the GAG, it will be referred to the UK Ice Hockey Association’s Nominations Committee for determination.

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Generic Role Description for GAG Members All members of the GAG will need to demonstrate that they can think creatively in a forward-looking way about the future of ice hockey. The ability to work constructively as part of a team will be important, as will the ability to communicate effectively with the ice hockey community.

Members of the GAG will be volunteers, and all roles are unpaid; expenses will be paid in accordance with the expenses policy.

It is expected that there will be between two and four meetings of the GAG per year at convenient locations.

It is expected that each meeting will last up to 4 hours.

Members of GAG will no doubt undertake tasks in between meetings and electronic communication methods will be used to facilitate this.

Specific Role Descriptions by Section for GAG Members Applicants for these roles will be expected to demonstrate a deep understanding of their particular section and that they can build strong links with the appropriate community associated with their section. All applicants must demonstrate a current involvement in the relevant function

Recreation Section The recreation section will be able to appoint up to two individuals to the GAG. Those individuals should have the following:

• Experience as someone who has played a significant role in setting up, managing or building a recreation club; • A good understanding of the issues faced by recreation clubs • A person who is respected by others who manage and develop recreation clubs • An ability to build a network of recreation clubs • An ability to communicate & engage with the recreation section management team • A good understanding of the issues necessary for the successful development of recreation competitions and leagues.

Coaching Section The coaching section will be able to appoint up to two individuals to the GAG. Those individuals should have the following: • Experience as someone who has played a significant role as a qualified coach (any level) • Possess a current Coach License • A good understanding of the issues faced by coaches • A person who is respected within the coaching community • An ability to build a network of coaches • An ability to communicate & engage with the coaching section management team • An understanding of how coaching education programmes need to work

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Junior Section The junior section will be able to appoint up to two individuals to the GAG. Those individuals should have the following: • Experience as someone who has played a significant role in setting up, managing or building a junior club; • A good understanding of the issues faced by junior clubs • A person who is respected by others who manage and develop junior clubs • An ability to build a network of junior clubs • An ability to communicate & engage with the junior section management team • A good understanding of the issues necessary for the successful development of junior competitions and leagues

Senior Section The senior section will be able to appoint up to two individuals to the GAG. Those individuals should have the following: • Experience as someone who has played a significant role in setting up, managing or building a senior club; • A good understanding of the issues faced by senior clubs • A person who is respected by others who manage and develop senior clubs • An ability to build a network of senior clubs • An ability to communicate & engage with the senior section management team • A good understanding of the issues necessary for the successful development of senior competitions and leagues

University Section The university section will be able to appoint one individual to the GAG. The individual should have the following: • Experience as someone who has played a significant role in setting up, managing or building a university club • A good understanding of the issues faced by universities • A person who is respected by their peers in other university clubs • An ability to build a network of university club representatives • An ability to communicate & engage with the university section management team

Referees Section The referee section will be able to appoint one individual to the GAG. The individual should have the following: • Experience as someone who has played a significant role as a qualified on-ice official • Possess a current referee license • A good understanding of the issues faced by on-ice officials • A person who is respected within the on-ice officials’ community • An ability to build a network of on-ice officials • An ability to communicate & engage with the referee section management team • An understanding of how officiating development programmes need to work.

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Women’s Section The women’s section will be able to appoint one individual to the GAG. The individual should have the following:

• Experience as someone who has played a significant role in setting up, managing or building a women’s club; • A good understanding of the issues faced by women’s clubs • A person who is respected by others who manage and develop women’s clubs • An ability to build a network of women’s clubs • An ability to communicate & engage with the women’s section management team • A good understanding of the issues necessary for the successful development of women’s competitions and leagues.

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SECTION FIVE: UK Ice Hockey Association Proposed Budget for 2021-22 Season

This section has been pulled together to provide you with clarity about the finances for the different parts of the sport for the 2021-22 season.

The clarity provided here is to help provide reassurance that the unification of the sport is being done to create efficiencies and it is not going to result in parts of the sport losing budget to run effectively.

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Budgets for 2019-20 Season

Description EIHA Expen IHUK Expen SIH Expen BUIHA Expen Seniors £60,000.00 £- £37,100.00 £44,500.00 Juniors £135,500.00 £- £30,000.00- £- Conference £103,000.00 £- £35,000.00 £- National Team Programme £218,500.00 £- £8,000.00 £- GB Programme £- £323,500.00 £- £12,500.00 Education Programme £45,000.00 £1,000.00 £- £- Refereeing £35,000.00 £48,500.00 £9,000.00 £- Operations £199,000.00 £189,035.00 £29,000.00 £- Company £66,000.00 £16,500.00 £14,000.00 £- IHUK £120,000.00 £- £21,000.00 £- Total Expenditure £982,000.00 £578,535.00 £183,100.00 £57,000.00

Description EIHA Incom IHUK Incom SIH Incom BUIHA Incom NGB Affiliation £- £141,000.00 £- £- EIHL Affiliation £- £62,500.00 £- £- Other Income £992,000.00 £375,500.00 £185,000.00 £58,875.00 Total Income £992,000.00 £579,000.00 £185,000.00 £58,875.00

Profit / Loss £10,000.00 £465.00 £1,900.00 £1,875.00

UK Ice Hockey Budget for 2021-22 Season

Description Expenditure Seniors £141,600.00 Juniors £165,500.00 Conference £138,000.00 National Team Programme £226,500.00 GB Programme £336,000.00 Education Programme £46,000.00 Refereeing £92,500.00 Operations £417,035.00 Company £96,500.00 Total Expenditure £1,659,635.00

Description Income EIHL Affiliation £62,500.00 Other Income £1,611,375.00 Total Income £1,673,875.00

Profit / Loss £14,240.00

Costs removed for EIHA and SIH transfers to IHUK for affiliation fees.

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SECTION SIX: UK Ice Hockey Association Strategic Plan

This section has been pulled together to provide you with a draft strategic plan for the new NGB.

This helps provide clarity that the new NGB will be fit for purpose and be set up to further our sport for everyone.

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UK Ice Hockey is to be the National Governing Body for all ice hockey related activity within the UK working with other National Governing Bodies, Sports Councils and other stakeholders to benefit the development of ice hockey and take the sport forward as a modern, progressive and unified sport.

Vision To provide the best opportunities for all to enjoy an active life through participation ice hockey.

Mission Our mission is to support the development of ice hockey through the provision of high- quality opportunities for all through five core objectives:

• Develop grassroots participation in ice hockey.

• Support the transition of players through the sports continuum.

• Provide a variety of levels of entry to the sport and opportunities to retain participation at an appropriate level.

• Deliver an elite playing pathway and support a dual career pathway.

• Train our community so we can deliver our mission together.

Values Underpinning our vision and mission are our five key values that is

• Passion – We are passionate about the role ice hockey can play in the personal development of our people, the impact on their health and the ability for it to transform people’s lives.

• Integrity – We will be honest to stakeholders on the impact we have and will work to treat people fairly and equitably providing a positive environment for all within the ice hockey community.

• Trust – We will empower our people to work on behalf of the ice hockey community and trust them to work together for the betterment of our players, our volunteers and our sport.

• Respect – We will respect ourselves, our athletes, our coaches, our officials, our volunteers and our sport through everything that we do.

• Accountability – We will hold one another accountable and ensure that those entrusted with developing our sport, do so on behalf all in line with our vision.

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Strategic Delivery Plan

Sport Plans Long term detailed plans for delivering strategy supported by the game advisory group.

Annual Delivery Plans

2024 Implement strategic initiatives, drive - projects and deliver results

Reporting

Objectives Key Performance Indicators, Progress

Reports and Communication Strategy 2020 2020 Strategy

Impact Sharing Good Practice and Case

Vision, Mission, Values and Strategic Strategic and Values Mission, Vision, Studies

Strategic Objectives

Our strategic objectives align to developing the sport over the coming four years.

Support, retain and grow participation

We will work to support our members in growing the game and provide enhanced services to develop participation at different levels of the sports continuum.

High performance talent pathway

We will provide a platform for the very best talent in our sport to thrive as players, coaches, on-ice officials and off-ice officials.

Training and Development

We will provide appropriate training and development to support our network in being successful.

Operate a well-run national governing body

Provide appropriate systems, support and transparency to members in delivering a governing body in line with good governance principles.

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Strategic Initiatives

Objective Initiative Date

Support, retain Develop a clear pathway for players, coaches, on-ice 2020/21 and grow officials and off-ice officials. Season participation In line with the pathways developed, define a product portfolio for the delivery of activities to each group and embed within annual plans.

Establish accurate baselines of participation within ice hockey in the UK.

Develop a system for effectively monitoring transitions of participants within the game in order to identify effective strategic interventions for growing the game.

Clearly identify and develop strategic partnerships required to successfully grow the game, including but not limited to, Sports Councils, UK Sport, DCMS, OCR or equivalent, Elite League, British Ice Skating and Para Hockey UK.

Deployment of national syllabus to support player 2021/22 development. Season

Conduct research into barriers for participation in ice hockey.

Develop a plan for transitioning players into other roles within the sport.

Deliver an annual marketing plan to promote the game and support key initiatives across the UK and internationally such as rainbow laces or World Girls Ice Hockey Weekend.

Identify further opportunities to deliver participation initiatives within the sport at various levels of the pathway.

Develop a national facility plan in association with Ice 2022/23 Rink Managers Association. Season

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Review of development pathway following recommendations within research into barriers within ice hockey.

Facilitate participant led feedback on quality of ice hockey experience.

Develop national assessment tool in line with Club Matters best practice including the development of ice hockey specific guidance.

Refine the product portfolio to take account of 2023/24 increasing participation within the sport. Season

Deliver a National Playing Plan for the sport to run alongside the 2025 to 2029 Strategy.

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Objective Initiative Date

High Deliver a Clean Sport plan in line with UKAD guidelines 2020/21 performance for elite status. Season talent pathway Development of a high-performance pathway and plan for the elite game, coaches and officials.

Development of a UK game approach for across the performance pathway.

Engagement with strategic partners within IIHF, UK Sport and BOA to align high-performance pathway and long-term athlete development plan.

Develop strategic partnerships with TASS and 2021/22 formation of Centres of Excellence aligned to Season performance delivery model supporting high performing players and officials.

Establish systems and processes for cross programme use in supporting eligibility, selection, monitoring and evaluation.

Deliver a whole athlete model across all performance sport programmes to include, but not be limited to, strength and conditioning, biomechanics and physiology, physiotherapy, movement dynamics, nutrition, psychology, lifestyle, video analysis and other sport science related disciplines.

Develop national testing standards for use across the performance pathway.

Develop Further and Higher Education partnerships to 2022/23 support the dual career pathway. Season

Develop a post athlete support system and network for players leaving the game to transition into other roles in the sport.

Deliver effective mentoring and feedback mechanisms for two-way programme feedback between participants and support network.

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Deliver a National Performance Plan for the sport to 2023/24 run alongside the 2025 to 2029 Strategy. Season

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Objective Initiative Date

Training and Development of national syllabus to support coaches 2020/21 Development in developing core skills in players at different levels. Season

Review education programme structures and integration of industry professional standards across the sport.

Introduction of annual conference for all training and development areas.

Establish a leadership development plan for senior leaders in the sport.

Deliver annual plan for training and development across all areas.

Conduct detailed review of training and development 2021/22 needs of sport. Season

Review of the current course syllabus, assessment criteria, schemes of work and lesson plans for all training and development areas.

Develop plan for course certification with accrediting bodies such as AQA, CIMSPA, UK Coaching or equivalent.

Develop support systems for instructors, mentors and managers.

Complete accreditation of all training and 2022/23 development courses delivered across the portfolio. Season

Develop and implement a train the trainer programme for supporting local delivery leads in developing their local network.

Integrate training and development programme with the performance centres of excellence and further and higher education partners.

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Work with key strategic partners to deliver supporting structures for multi-disciplinary practitioners.

Deliver a National Training and Development Plan for 2023/24 the sport to run alongside the 2025 to 2029 Strategy. Season

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Objective Initiative Date

Operate a Establish annual operating plans for every area of the 2020/21 well-run sport. Season national governing Deliver a clear governance structure for the sport in line body with the EIHA / IHUK joint steering group recommendations.

Complete a system review for the new governing body to include, but not be limited to, player registrations, game day and competition administration, financial accounting, web presence and communication.

Complete an action plan for complying with codes and frameworks for good governance in sport published by UK Sport and/or the Home Country Sports Councils.

Develop a quality management system for supporting the administrative function of the governing body.

Provide an annual report for governing body in 2021/22 communication of both company and sport outcomes Season within strategy and operating plans.

Complete a communications plan, including a review of member feedback channels, to provide clearer lines of two-way communication to all within the sport.

Deliver actions within the action plan for complying with codes and frameworks for good governance in sport published by UK Sport and/or the Home Country Sports Councils.

Complete a commercial development and business development plan for the sport.

Ensure compliance with sport standards, including but 2022/23 not limited to, codes and frameworks for good Season governance in sport published by UK Sport and/or the Home Country Sports Councils, Child Protection in Sport Unit, Financial and Legal Compliance.

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Operate a clear financial operating plan for the sport including, 1 and 3 year financial forecasts in addition to defined reserve levels in addition to current controls and independent audits.

Deliver NPS across all areas of the sport for services provided to members.

Develop a plan for enhanced member services in supporting clubs in the delivery of local events and promotional activity.

Develop and integrate a continuous improvement plan within the organisation.

Develop 2025 to 2029 strategy in consultation with 2023/24 members. Season

Submit to QUEST for recognition in the Sport Development category.

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SECTION SEVEN: New NGB Articles

This section is the New NGB articles and what will be the new governing document for our sport if the changes are voted through.

The articles are a legal document and they include all of the information which is explained throughout the support pack.

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Company No. 12121432

THE COMPANIES ACT 2006

______

PRIVATE COMPANY LIMITED BY GUARANTEE ______

ARTICLES OF ASSOCIATION

of

UK ICE HOCKEY LIMITED

______

Adopted on 16 December 2020

Table of Contents

Part 1 NAME, OBJECTS, POWERS AND LIMITATION OF LIABILITY 3 1. Name 3 2. Objects 3 3. Powers 4 4. Liability of Members 2 Part 2 DIRECTORS AND OTHER OFFICE HOLDERS 3 DIRECTORS' POWERS AND RESPONSIBILITIES 3 5. Directors' General Authority 3 6. Directors May Delegate 3 7. Committees 4 8. Game Advisory Group 4 9. Facilities Advisory Group 5 10. Elite Game Liaison Group 5 DECISION-MAKING BY DIRECTORS 8 11. Directors to Take Decisions Collectively 8 12. Unanimous Decisions 8 13. Calling a Meeting of the Board 8 14. Participation in Meetings of the Board 8 15. Composition of the Board and Quorum 9 16. Chairing of Meetings of the Board 9 17. Casting Vote 9 18. Directors' Conflicts of Interest 10 19. Records of Decisions 12 20. Directors' Discretion to Make Regulations 12 APPOINTMENT OF DIRECTORS 13 21. Composition of the Board 13 22. Termination of Director's Appointment 14 23. Directors' Remuneration 15 24. Chair 16 25. Chief Operating Officer 16 26. Nominated Directors 16 27. Independent Directors 17 28. Directors' Terms of Office 17 29. Company Secretary 18 30. Casual Vacancies 18

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Part 3 MEMBERS 18 BECOMING AND CEASING TO BE A MEMBER 18 31. Application for Membership 18 32. Conditions of Membership 19 33. Suspension of Membership 19 34. Termination of Membership 19 ORGANISATION OF GENERAL MEETINGS 20 35. Notice of and Calling General Meetings 20 36. Annual General Meetings 20 37. Attendance and Speaking at General Meetings 21 38. Quorum for General Meetings 21 39. Chairing General Meetings 21 40. Attendance and Speaking by Non-Members 22 41. Adjournment 22 VOTING AT GENERAL MEETINGS 22 42. Voting: General 22 43. Errors and Disputes 23 44. Poll Votes 23 45. Content of Proxy Notices 24 46. Delivery of Proxy Notices 25 47. Amendments to Resolutions 25 48. Written Resolution 26 49. Changes to the Articles 26 Part 4 ADMINISTRATIVE ARRANGEMENTS 26 50. Means of Communication to be Used 26 51. Audit 27 52. Accounts 27 DIRECTORS' INDEMNITY AND INSURANCE, DISSOLUTION AND DEFINITIONS 27 53. Indemnity and Insurance 27 54. Dissolution 28 55. Definitions 29

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Part 1 NAME, OBJECTS, POWERS AND LIMITATION OF LIABILITY

1. Name

The name of the Company is UK Ice Hockey Limited.

2. Objects

The objects for which the Company is established (Objects) are to:

2.1 foster and develop the sport of Ice Hockey in the United Kingdom and to be the ultimate decision making body in relation to the sport;

2.2 set the long term strategy for the sport of Ice Hockey and monitor delivery of that strategy;

2.3 act as the nationally and internationally recognised governing body for Ice Hockey in the United Kingdom;

2.4 act as the representative member for the United Kingdom in international affairs including in relation to the International Ice Hockey Federation;

2.5 co-ordinate and support the United Kingdom and international affairs of Ice Hockey according to the provisions of these Articles for the benefit of the Company’s Members and Ice Hockey as a whole;

2.6 co-operate with and provide a forum for discussion between the Members;

2.7 provide an advisory service for Members and to assist them in the furtherance of their legitimate objectives in Ice Hockey;

2.8 engage with all stakeholders in the sport of Ice Hockey;

2.9 increase and sustain participation in Ice Hockey and drive membership of Ice Hockey to deliver talent;

2.10 liaise closely with organisations that have similar objectives to the Company;

2.11 develop and nurture relationships between the Company and UK Sport; Sport England; Sport Scotland; Sport Northern Ireland; Sport Wales; any other relevant governmental departments; and any other relevant sporting bodies in the UK;

2.12 select and co-ordinate teams to represent the United Kingdom at international Ice Hockey events;

2.13 obtain, collect, receive and administer money in connection with all or any of the objects stated in this Article 2; and

2.14 do all such other things as shall be thought fit to further the interests of the Company or to be incidental or conducive to the attainment of all or any of the objects stated in this Article 2.

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3. Powers

3.1 The Company shall have the powers to do all such lawful things as are consistent with the furtherance of its Objects (Powers).

3.2 The income and property of the Company shall be applied solely towards the promotion of its Objects and no portion thereof shall be paid or transferred, directly or indirectly, by way of distribution, bonus or otherwise by way of profit to the Members.

3.3 Nothing in Article 3.2 shall prevent the payment in good faith by the Company:

3.3.1 of reasonable and proper remuneration to any Member for any services rendered to the Company;

3.3.2 of reasonable and proper remuneration to any director in accordance with Article 23;

3.3.3 to any Member or director who is engaged by the Company in a professional capacity, of all reasonable professional and other charges for work done by him/her or his/her firm or company when instructed by the Board to act in that capacity on behalf of the Company, provided that:

(a) he shall be absent during the relevant discussion from all meetings at which the employment and remuneration of such a firm or company are discussed;

(b) he shall not vote on any resolution relating to the employment or remuneration of such firm or company; and

(c) the Board is satisfied that the engagement of that individual or the firm or company in question is both necessary and expedient in the interests of the Company;

3.3.4 to any Member, director or committee member of reasonable and proper out- of-pocket expenses incurred in the exercise of their powers and the discharge of their responsibilities in relation to the Company;

3.3.5 of interest on money lent by a Member or director at a commercial rate of interest;

3.3.6 of reasonable and proper rent for premises demised or let by any Member or director; or

3.3.7 of any premium in respect of the purchase and maintenance of indemnity insurance in respect of liability for any act or default of the Board (or any of its members) in relation to the Company, provided that such insurance shall not extend to indemnification against liability for willful or criminal wrongdoing or default.

4. Liability of Members

4.1 The liability of each Member is limited to £1, being the amount that each Member undertakes to contribute to the assets of the Company in the event of its being wound up

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while it is a Member or within one year after it ceases to be a Member, for any of the items set out in Article 4.2.

4.2 The items for which the Members undertake to contribute are:

4.2.1 payment of the debts and liabilities of the Company contracted before it ceases to be a Member;

4.2.2 payment of the cost, charges and expenses of winding up; and

4.2.3 the adjustment of the rights of the contributories among themselves.

Part 2 DIRECTORS AND OTHER OFFICE HOLDERS

DIRECTORS' POWERS AND RESPONSIBILITIES

5. Directors' General Authority

5.1 Subject to the Act, these Articles and any Regulations made pursuant to them, the Board is responsible for the management of the Company's business, for which purpose it may exercise all the Powers of the Company.

5.2 No valid act carried out by the Board shall be invalidated by a subsequent resolution passed by the Company in general meeting.

6. Directors May Delegate

6.1 Subject to these Articles, the Board may delegate any of the powers which are conferred on it under these Articles:

6.1.1 to such person, committee or region;

6.1.2 by such means (including by power of attorney);

6.1.3 to such an extent;

6.1.4 in relation to such matters or territories; and

6.1.5 on such terms and conditions,

as it thinks fit.

6.2 All acts and proceedings delegated under Article 6.1 shall be reported to the Board in due course.

6.3 If the Board so specifies, any such delegation may authorise further delegation of the Board's powers by any person to whom they are delegated.

6.4 The Board may revoke any delegation in whole or part, or alter, its terms and conditions.

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7. Committees

7.1 The Company shall have a Finance Committee, an Audit and Risk Committee, a Nominations Committee, a Game Advisory Group, a Facilities Advisory Group, an Elite Game Liaison Group and such other committees as the Board thinks fit.

7.2 Committees to which the Board delegates any of its powers must follow procedures which are based as far as they are applicable on the provisions of these Articles which govern the taking of decisions by the Board.

7.3 The Board may make regulations for all or any committees which prevail over procedures derived from these Articles if they are not consistent with them.

7.4 The Board may invite any member of any committee, not being a director, to attend and speak at any of its meetings, but not to vote.

8. Game Advisory Group

8.1 The Board shall have a committee called the Game Advisory Group to which the Board shall delegate the power to, amongst other things:

8.1.1 consult on, and raise with the Board, key strategic and operational initiatives;

8.1.2 provide expert advice to the Board on key strategic issues; and

8.1.3 work with the Board to promote Ice Hockey’s strategy in the United Kingdom.

8.2 The Game Advisory Group shall be composed of a maximum of thirteen (13) members as follows:

8.2.1 up to two representatives of the recreational section;

8.2.2 up to two representatives of the coaching section;

8.2.3 up to two representatives of the junior section;

8.2.4 up to two representatives of the senior section;

8.2.5 no more than one representative of the university section;

8.2.6 up to two representatives of the referees’ section; and

8.2.7 up to two representatives of the women’s section.

8.3 Representatives shall be appointed by each relevant section to the Game Advisory Group through an open and transparent process which has been approved in advance by the Board.

8.4 A member of the Game Advisory Group shall not serve more than two consecutive three- year terms of office, unless otherwise agreed by the Board.

8.5 The members of the Game Advisory Group shall by majority vote appoint one of its own members as chairman of the Game Advisory Group.

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8.6 The Board shall nominate the Chief Operating Officer or such other member(s) of the Board or representative(s) of the Company as it sees fit to attend meetings of the Game Advisory Group.

8.7 The existence and powers of the Game Advisory Group shall not, for the avoidance of doubt, affect the Board’s roles and responsibilities including as set out in Article 5.

9. Facilities Advisory Group

9.1 The Board shall have a committee called the Facilities Advisory Group to which the Board shall delegate the power to, amongst other things, act as a liaison forum on facility and ice sport development matters in order to help the Board consider the views of the venues and other partners as part of the Board’s decision making.

9.2 The Facilities Advisory Group shall be composed of a maximum of nine (9) members as follows:

9.2.1 up to three representatives of the Company, as nominated by the Board from time to time;

9.2.2 up to three representatives of ice rink facilities, as nominated by the Ice Rink Managers Association from time to time; and

9.2.3 up to three representatives of other national governing bodies from ice sports including, but not limited to, British Ice Skating, British Curling and the British Para Ice Hockey Association.

9.3 The Board shall have the power to determine how regularly the Facilities Advisory Group meets.

9.4 The existence and powers of the Facilities Advisory Group shall not, for the avoidance of doubt, affect the Board’s roles and responsibilities including as set out in Article 5.

10. Elite Game Liaison Group

10.1 The Board shall have a committee called the Elite Game Liaison Group to which the Board shall delegate the power to, amongst other things, act as a liaison forum on elite ice hockey matters in order to help the Board consider the views of the elite game as part of the Board’s decision making.

10.2 The Elite Game Liaison Group shall be composed of a maximum of six (6) members as follows:

10.2.1 up to three representatives of the Company, as nominated by the Board from time to time; and

10.2.2 up to three representatives of the Elite League, as nominated by the Elite League from time to time.

10.3 The Board shall have the power to determine how regularly the Elite Game Liaison Group meets.

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10.4 The existence and powers of the Elite Game Liaison Group shall not, for the avoidance of doubt, affect the Board’s roles and responsibilities including as set out in Article 5.

DECISION-MAKING BY DIRECTORS

11. Directors to Take Decisions Collectively

Any decision of the Board must be either a majority decision or a decision taken in accordance with Article 12.

12. Unanimous Decisions

12.1 A decision of the Board is taken in accordance with this Article when all Eligible Directors indicate to each other by any means that they share a common view on a matter.

12.2 Such a decision may take the form of a resolution in writing, where each Eligible Director has signed one or more copies of it, or to which each Eligible Director has otherwise indicated agreement in writing.

12.3 A decision may not be taken in accordance with this Article if the Eligible Directors would not have formed a quorum at such a meeting.

13. Calling a Meeting of the Board

13.1 Subject to these Articles, the Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit.

13.2 Meetings of the Board must take place at least eight times in each calendar year.

13.3 Any director may call a meeting of the Board by giving at least five days’ notice of the meeting to the directors or by directing the Company Secretary to give such notice.

13.4 Notice of any meeting of the Board must indicate:

13.4.1 its proposed date and time;

13.4.2 where it is to take place; and

13.4.3 if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

13.5 Notice of a directors' meeting shall be given to each director in writing, which (for the avoidance of doubt) includes email.

14. Participation in Meetings of the Board

14.1 Subject to these Articles, directors participate in a meeting of the Board, or part of a meeting of the Board, when:

14.1.1 the meeting has been called and takes place in accordance with these Articles, and

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14.1.2 they can each communicate to the others by any method (virtual or otherwise) any information or opinions they have on any particular item of the business of the meeting.

14.2 In determining whether directors are participating in a meeting of the Board, it is irrelevant where any director is or how they communicate with each other.

14.3 If all the directors participating in a meeting of the Board are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

15. Composition of the Board and Quorum

15.1 At a meeting of the Board, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

15.2 The quorum for meetings of the Board may be fixed from time to time by a decision of the directors, but has to have a minimum of five Eligible Directors (the minimum quorum permissible), of which at least three shall be Independent Directors.

15.3 The Board may act notwithstanding any vacancy in its body, provided that if the number of directors shall at any time be less than the minimum set out in these Articles, it shall be lawful for them to act as the Board for the purpose of filling a casual vacancy arising among the directors in accordance with Article 30, or calling a general meeting, but not for any other purpose.

16. Chairing of Meetings of the Board

16.1 Subject to Article 16.2, the Chair shall chair meetings of the Board. The Chair shall preside at all meetings of the Board at which s/he shall be present. If the Chair shall be absent, or if at any meeting s/he is not present within 15 minutes after the time appointed for holding the meeting or is not willing or able to preside, the directors present shall choose one of their number to be chairman of the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.

16.2 During the Transitional Period, the Transition Board may appoint one of its independent (as defined in these Articles) members to chair meetings of the Board and that director shall preside at all meetings of the Board at which s/he shall be present. If such director is not present within 15 minutes after the time appointed for holding the meeting or is not willing or able to preside, the directors present shall choose one of their number to be chairman of the meeting, and the appointment of the chairman of the meeting shall be the first business of the meeting.

16.3 The person chairing a meeting in accordance with this Article is known as the chairman of the meeting.

17. Casting Vote

17.1 Voting on any issue at a meeting of the Board shall be on a show of hands and each member of the Board shall be entitled to one vote.

17.2 If the numbers of votes for and against a proposal at a meeting of the Board are equal, the chairman of the meeting shall, if s/he is present, have a casting vote.

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17.3 Article 17.1 shall not apply in respect of a particular meeting (or part of a meeting) if, in accordance with the Articles, the chairman of the meeting is not an Eligible Director for the purposes of that meeting (or part of a meeting).

18. Directors' Conflicts of Interest

18.1 The directors may, in accordance with the requirements set out in this Article, authorise any Conflict proposed to them by any director which would, if not authorised, involve a director (an Interested Director) breaching his/her duty under section 175 of the Act to avoid conflicts of interest (Conflict).

18.2 Any authorisation under this Article 18 shall be effective only if:

18.2.1 to the extent permitted by the Act, the matter in question shall have been proposed by any director for consideration in the same way that any other matter may be proposed to the directors under the provisions of these Articles or in such other manner as the directors may determine;

18.2.2 any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director or any other interested director; and

18.2.3 the matter was agreed to without the Interested Director voting or would have been agreed to if the Interested Director's and any other interested director's vote had not been counted.

18.3 Any authorisation of a Conflict under this Article 18 may (whether at the time of giving the authorisation or subsequently):

18.3.1 extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the Conflict so authorised;

18.3.2 provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the directors or otherwise) related to the Conflict;

18.3.3 provide that the Interested Director shall or shall not be an Eligible Director in respect of any future decision of the directors in relation to any resolution related to the Conflict;

18.3.4 impose upon the Interested Director such other terms for the purposes of dealing with the Conflict as the directors think fit;

18.3.5 provide that, where the Interested Director obtains, or has obtained (through his/her involvement in the Conflict and otherwise than through his/her position as a director of the Company) information that is confidential to a third party, s/he shall not be obliged to disclose that information to the Company, or to use it in relation to the Company's affairs where to do so would amount to a breach of that confidence; and

18.3.6 permit the Interested Director to absent himself/herself from the discussion of matters relating to the Conflict at any meeting of the directors and be excused from reviewing papers prepared by, or for, the directors to the extent they relate to such matters.

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18.4 Where the directors authorise a Conflict, the Interested Director shall be obliged to conduct himself/herself in accordance with any terms and conditions imposed by the directors in relation to the Conflict.

18.5 The directors may revoke or vary such authorisation at any time, but this shall not affect anything done by the Interested Director prior to such revocation or variation in accordance with the terms of such authorisation.

18.6 A director is not required, by reason of being a director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which s/he derives from or in connection with a relationship involving a Conflict which has been authorised by the directors in accordance with these Articles or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.

18.7 Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act, and provided s/he has declared the nature and extent of his/her interest in accordance with the requirements of the Act, a director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company:

18.7.1 may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;

18.7.2 shall not be an Eligible Director for the purposes of any proposed decision of the directors (or committee of directors) in respect of such existing or proposed transaction or arrangement in which s/he is interested;

18.7.3 shall not be entitled to vote at a meeting of directors (or of a committee of the directors) or participate in any unanimous decision, in respect of such existing or proposed transaction or arrangement in which s/he is interested;

18.7.4 may act by himself/herself or his/her firm in a professional capacity for the Company (otherwise than as auditor) and s/he or his/her firm shall be entitled to remuneration for professional services as if s/he were not a director;

18.7.5 may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and

18.7.6 shall not, save as s/he may otherwise agree, be accountable to the Company for any benefit which s/he (or a person connected with him/her (as defined in section 252 of the Act)) derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his/her duty under section 176 of the Act.

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19. Records of Decisions

19.1 The Board must ensure that the Company keeps a record, in writing, for at least ten years from the date of the decision recorded, of every appointment by the Board and of every unanimous or majority decision taken by the Board (and all committees) and by the Company at general meeting.

19.2 Any such records, if purporting to be signed by the chairman of the meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

20. Directors' Discretion to Make Regulations

20.1 The Board shall have the power to make, vary and revoke Regulations for the better administration of the Company including (without limitation):

20.1.1 membership regulations setting out:

(a) different categories of Members;

(b) the rights, privileges and obligations of Members;

(c) the registration and membership fees to be paid by Members;

(d) codes of behaviour and disciplinary procedures for Members; and

(e) such other membership regulations as the Board thinks fit;

20.1.2 regulations for:

(a) the nomination and appointment (by the Nominations Committee and the Board) of the Chair in accordance with Article 24;

(b) the nomination and appointment (by the Nominations Committee and the Board) of the Chief Operating Officer in accordance with Article 25;

(c) the nomination (by the Nominations Committee) and election (by the Members of England and Wales or Scotland and Northern Ireland, as applicable) of the Nominated Directors in accordance with Article 26; and

(d) the nomination and appointment (by the Nominations Committee and the Board) of the Independent Directors (including the Senior Independent Director) in accordance with Article 27;

20.1.3 terms of reference as to the function, role and operation of any committees established in accordance with Article 7 to assist the Board in the better administration of the Company;

20.1.4 a code of conduct for the Board;

20.1.5 a conflicts of interest policy;

20.1.6 competition rules;

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20.1.7 regulations for the selection of competitors to represent the United Kingdom in international matches and competitions and the management of any team of competitors so selected;

20.1.8 regulations to combat doping in Ice Hockey and to ensure compliance with national and international rules relating to doping control;

20.1.9 observer policies;

20.1.10 safeguarding policies;

20.1.11 equality policies;

20.1.12 disciplinary policies; and

20.1.13 such other regulations or policies as the Board thinks fit.

20.2 Regulations made under Article 20.1 must be compliant with the Act and these Articles in order to be valid.

APPOINTMENT OF DIRECTORS

21. Composition of the Board

21.1 Unless otherwise determined by ordinary resolution, the number of directors shall be not less than five and not more than eleven.

21.2 From the Adoption Date until the earlier of:

21.2.1 at least four Nominated Directors being elected in accordance with Article 26, at least four Independent Directors being appointed in accordance with Article 27 and all members of the Transition Board ceasing to be directors of the Company (unless they have been duly elected or appointed to the New Board Structure (as defined below)); and

21.2.2 the first anniversary of the Adoption Date (the Transitional Period),

the members of the Board shall be:

21.2.3 Eric Morton and Martin Gill as representatives of IHUK nominated by the board of directors of IHUK;

21.2.4 David Hand and Alex Cram as representatives of the Scottish Ice Hockey Association nominated by the board of directors of the Scottish Ice Hockey Association; and

21.2.5 Andrew Miller and Travis Ward as representatives of EIHA nominated by the board of directors of EIHA,

together the Transition Board.

21.3 The Company will transition as soon as reasonably practicable from the Transition Board to a new Board structure (the New Board Structure). Pursuant to the New Board Structure, the members of the Board shall be:

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21.3.1 the Chair, appointed in accordance with Article 24;

21.3.2 the Chief Operating Officer, if one is appointed in accordance with Article 25;

21.3.3 up to four Nominated Directors elected in accordance with Article 26; and

21.3.4 up to five Independent Directors (one of whom shall be the Senior Independent Director) appointed in accordance with Article 27.

21.4 Notwithstanding any other provisions of these Articles:

21.4.1 at least 25% in number of the Board shall be Independent Directors;

21.4.2 the number of Independent Directors in office (excluding for these purposes the Chair) shall always be at least one more than the number of Nominated Directors in office;

21.4.3 the recruitment of members of the Board shall be made by open advertisement and competency based selection; and

21.4.4 the Company shall recruit members of the Board with appropriate diversity, independence, skills, experience and knowledge to take effective decisions that will further the Objects and in carrying out such recruitment the Company shall, for the avoidance of doubt, target a minimum of 30% of each gender on the Board.

21.5 All acts carried out in good faith at any meeting of the Board or of any committee, or by any person acting as a director, shall, notwithstanding it being afterwards discovered that there was some defect in the appointment or continuance in office of any such person, be as valid as if every such person had been duly appointed or had duly continued in office.

21.6 Each member of the Board must be at least 18 years of age, but membership of the Board shall not be subject to a maximum age limit.

22. Termination of Director's Appointment

22.1 Without prejudice to any other provision of these Articles, a person shall cease to be a director of the Company as soon as:

22.1.1 a bankruptcy order is made against that person or a composition is made with that person's creditors generally in satisfaction of that person's debts; or

22.1.2 a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; or

22.1.3 notification is received by the Company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms; or

22.1.4 that person ceases to be a member of the Board by virtue of any provisions of the Act or is prohibited by law from being a director; or

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22.1.5 that person is removed from office by a resolution duly passed pursuant to section 168 of the Act; or

22.1.6 that person shall have been absent for more than three consecutive Board meetings without permission of the Board; or

22.1.7 at least 75% of the other members of the Board acting together resolve that his/her office be vacated; or

22.1.8 the period for which s/he was appointed or elected has ended and s/he has not been re-appointed or re-elected; or

22.1.9 an ordinary resolution is passed by the Members at a Company meeting pursuant to Section 168 of the Act (and subject to the specific requirements thereunder).

22.2 A person serving as Chair or Chief Operating Officer who is removed from office as a director for whatever reason shall be deemed to have resigned from his/her position as Chair or Chief Operating Officer (as appropriate) and the vacancy shall be filled in accordance with these Articles.

23. Directors' Remuneration

23.1 Subject to the provisions of the Act, and to Article 23.2 below, the Board may enter into an agreement or arrangement with any director:

23.1.1 for his/her services to the Company as a director; and

23.1.2 for his/her employment by the Company or for the provision by him/her of benefits or any services outside the scope of the ordinary duties of a director.

23.2 Subject to these Articles, a director's remuneration may take any form and include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director provided that such remuneration:

23.2.1 is fixed having regard to the current remuneration of directors in comparable posts;

23.2.2 does not exceed the general market rate for directors providing comparable services; and

23.2.3 is not to any extent determined by or conditional upon the profits or losses derived from some or all of the activities of the Company or by reference to the level of the Company's gross income from some or all of its activities.

23.3 Unless the Board decides otherwise, directors' remuneration accrues from day to day.

23.4 Unless the Board decides otherwise, directors are not accountable to the Company for any remuneration which they receive as directors or other officers or employees of the Company's subsidiaries (if any) or of any other body corporate in which the Company is interested (if any).

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24. Chair

24.1 Subject to Article 21 and the provisions of the Act, the Board shall on the recommendation of the Nominations Committee appoint, and may remove, any independent (as defined in these Articles) person to be Chair. The office of Chair shall involve leadership of the Board, which may delegate to the Chair such of its powers as it thinks desirable to be executed by him or her. The recruitment of the Chair shall be made by open advertisement and competency based selection.

24.2 A Chair appointed in accordance with Article 24.1 shall hold office as a member of the Board until the third anniversary of the date of his or her appointment or until (if earlier) s/he or she ceases to be a director pursuant to Article 22. Subject to Article 28, a Chair who ceases to hold office at the end of their period of appointment may be re-appointed in accordance with Article 24.1 for a maximum of one further consecutive three-year term of office.

25. Chief Operating Officer

25.1 Subject to Article 21 and the provisions of the Act, the Board may on the recommendation of the Nominations Committee appoint a Chief Operating Officer for such term, at such remuneration and upon such conditions as it may think fit and any Chief Operating Officer so appointed may be removed by it.

25.2 The Chief Operating Officer shall (if appointed) be a director by virtue of their office until such time as they cease to be Chief Operating Officer or until (if earlier) they cease to be a director pursuant to Article 22.

25.3 The role title of “Chief Operating Officer” may be amended at the sole discretion of the Board at any time, in which circumstances the definition of “Chief Operating Officer” in these Articles shall be deemed to be amended accordingly.

26. Nominated Directors

26.1 Subject to Article 21:

26.1.1 Members in England and Wales shall together have the right at any time on the recommendation of the Nominations Committee to elect up to two persons to the Board; and

26.1.2 Members in Scotland and Northern Ireland shall together have the right at any time on the recommendation of the Nominations Committee to elect up to two persons to the Board,

(such persons together being the Nominated Directors).

26.2 A Nominated Director elected in accordance with Article 26.1 shall hold office as a member of the Board until the third anniversary of the date of his or her election or until (if earlier) s/he or she ceases to be a director pursuant to Article 22. Subject to Article 28, a Nominated Director who ceases to hold office at the end of his/her term of office may be re-elected in accordance with Article 26.1 for a maximum of one further consecutive three year term of office.

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27. Independent Directors

27.1 Subject to Article 21, the Board may from time to time on the recommendation of the Nominations Committee appoint up to five persons to be Independent Directors.

27.2 Each Independent Director appointed pursuant to Article 27.1 shall hold office as a member of the Board until the third anniversary of the date of his or her appointment or until (if earlier) s/he or she ceases to be a director pursuant to Article 22. Subject to Article 28, an Independent Director who ceases to hold office at the end of his or her period of appointment may be re-appointed in accordance with Article 27.1 for a maximum of one further consecutive three year term of office.

27.3 The Board shall from time to time appoint one Independent Director to be the Senior Independent Director and may from time to time remove such person.

28. Directors' Terms of Office

28.1 Notwithstanding any other provision of these Articles but subject to Article 28.2, a director (other than the Chief Operating Officer) shall not serve more than two consecutive three year terms of office on the Board.

28.2 In exceptional circumstances and with the prior approval of the Board, the six year maximum aggregate term of office of a director under these Articles may be extended by up to a further three years. In other, more routine circumstances (such as to facilitate succession planning) and with the prior approval of the Board, the six year maximum aggregate term of office of a Chair, Nominated Director or Independent Director under these Articles may be extended by up to a further one year.

28.3 A director who ceases to be a member of the Board having completed their maximum term of office shall not be eligible for re-appointment or re-election to the Board in any capacity for a period of at least four consecutive years.

28.4 Subject to Article 28.5, an individual who is at 1 November 2020 a director on the board of EIHA or is at 1 November 2020 a director on the board of IHUK and has:

28.4.1 for a consecutive period of six years or more been a member of the board of either EIHA or IHUK (including, for the avoidance of doubt, where such consecutive period is made up of periods of service on both boards, either at the same or different times), shall not be eligible to be appointed to the Board in any capacity for a period of at least four consecutive years from the date of adoption of these Articles; and

28.4.2 for a consecutive period of less than six years, shall be eligible to be appointed to the Board only for such period as would mean their aggregate consecutive period of service on the boards of any of EIHA, IHUK or the Company is not more than six years (and for these purposes, such aggregate consecutive period of service shall exclude the Transitional Period), following which such individual shall not be eligible to be appointed to the Board in any capacity for a period of at least four consecutive years.

28.5 Article 28.4 shall not apply to any individual appointed to the Transition Board for the Transitional Period in accordance with Article 21.2 but if at the expiry of the Transitional Period that individual has:

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28.5.1 for a consecutive period of six years or more been a member of the board of EIHA, IHUK or the Company (including, for the avoidance of doubt, where such consecutive period is made up of periods of service on two or more boards, either at the same or different times), the individual shall not be eligible to be appointed to the Board in any capacity for a period of at least four consecutive years from the date of adoption of these Articles; and

28.5.2 for a consecutive period of less than six years, the individual shall be eligible to be appointed to the Board only for such period as would mean their aggregate consecutive period of service (including the Transitional Period) on the boards of any of EIHA, IHUK or the Company is not more than six years, following which such individual shall not be eligible to be appointed to the Board in any capacity for a period of at least four consecutive years.

29. Company Secretary

The Board may appoint any person who is willing to act as the Company Secretary for such term, at such remuneration and upon such conditions as they may think fit and from time to time remove such person and, if the Board so decides, appoint a replacement, in each case by a decision of the Board.

30. Casual Vacancies

30.1 A casual vacancy arising among the offices of Chair or Independent Director shall be filled by the Board provided always that the person appointed to fill the vacancy shall hold office until such time as the person he or she replaced was due to retire but shall be eligible for re- appointment in accordance with these Articles.

30.2 A casual vacancy arising in the office of Nominated Director shall be filled by the Members of England and Wales or Scotland and Northern Ireland (as applicable) in accordance with Article 26 provided always that the person elected to fill the vacancy shall hold office until such time as the person he or she replaced was due to retire but shall be eligible for re- election in accordance with these Articles.

30.3 For the avoidance of doubt, a person elected to fill a casual vacancy shall be subject to the restrictions on terms of office set out in Article 28, but the Board shall have the power to vary the Company’s standard three year terms to allow a person originally elected to fill a casual vacancy to complete up to their maximum six year term of office.

Part 3 MEMBERS

BECOMING AND CEASING TO BE A MEMBER

31. Application for Membership

31.1 Subject to the provisions of these Articles, each Team shall be entitled to be a Member of the Company.

31.2 No Team shall become a Member unless they have executed and delivered to the Company an application for membership in such form as the Board requires.

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31.3 All Members must pay to the Company such registration and membership fees as the directors may from time to time determine.

32. Conditions of Membership

32.1 All Members shall be bound by and subject to these Articles and the Regulations.

32.2 The Members shall pay any registration and membership fees set by the Board under Article 31.3. Any Member whose membership fee is more than three months in arrears shall be deemed to have resigned its membership of the Company unless the Board decides otherwise.

33. Suspension of Membership

The Board shall have the power to suspend a Member in accordance with the Regulations.

34. Termination of Membership

34.1 The Board may terminate the membership of any Member without its consent by giving it written notice if, in the reasonable opinion of the Board:

34.1.1 it is guilty of conduct which has or is likely to have a serious adverse effect on the Company or bring the Company or any or all of the Members and directors into disrepute; or

34.1.2 it has acted or has threatened to act in a manner which is contrary to the interests of the Company as a whole; or

34.1.3 it has failed to observe the terms of these Articles and where applicable the Regulations; or

34.1.4 it is in the Company's best interests to do so.

34.2 The written notice to the Member must give the Member the opportunity to be heard in writing or in person (by nomination of a representative) as to why its membership should not be terminated. The Board (or any committee to whom it delegates this power) must consider any representations made by or on behalf of the Member and inform the Member of its decision following such consideration.

34.3 A Member may appeal in writing against a decision to terminate its membership under this Article 34. An appeal should be addressed and delivered to the Board no later than 14 days after the date the Member receives notification of its termination.

34.4 The appeal shall be heard by at least one member of the Board, who shall not (or they shall not, if more than one) have participated in the decision that is the subject of the appeal. The result of the appeal shall be final.

34.5 A Member whose membership is terminated under this Article shall not be entitled to a refund of any registration or membership fee and shall remain liable to pay to the Company any sum owed by it.

34.6 Following such termination, the Member shall be removed from the register of members by the Company Secretary.

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34.7 A Member may withdraw from membership of the Company by giving seven clear days' notice to the Company in writing.

34.8 A membership terminates automatically if the relevant Team ceases to exist or ceases to be recognised by the Company.

34.9 Membership is not transferable.

34.10 Any person ceasing to be a Member immediately forfeits all rights in relation to and claims upon the Company, its property and its funds and has no right to the return of any part of its registration or membership fee.

ORGANISATION OF GENERAL MEETINGS

35. Notice of and Calling General Meetings

35.1 General meetings shall be called on at least 14 clear days' written notice or by shorter notice if such short notice is agreed by not less than 90% in number of the Members.

35.2 The notice shall:

35.2.1 specify the time and place of the meeting;

35.2.2 the general nature of the business to be transacted at the meeting; and

35.2.3 be sent to all the Members, to each director and to the Auditors.

35.3 A general meeting may be called at any time by the Board or by the Company Secretary (if any) acting on behalf of the Board. A general meeting may also be called by Members together holding at least 5% of the voting rights of the Company from time to time, by a written request to the Board including one or more resolutions for consideration and, if thought fit, approval by the Members.

35.4 On receipt of a written request made by Members pursuant to Article 35.3 and the Act, the Board or the Company Secretary (if any) must call a general meeting within 21 days and the general meeting must be held not more than 28 days after the date of the notice calling the general meeting.

35.5 The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed or proceeding at any meeting.

36. Annual General Meetings

36.1 The Company shall hold a general meeting in every calendar year as its annual general meeting in addition to any other general meetings in that year and shall specify the meeting as such in the notices calling it. The annual general meeting in each year shall be held at such time and place as may be determined by the Board, provided that every annual general meeting shall be held not more than 18 months after the preceding annual general meeting.

36.2 The annual general meeting shall be held for the following purposes:

36.2.1 to receive from the Board the Company's accounts;

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36.2.2 to receive from the Board a report of the activities of the Company since the previous annual general meeting and an update on the Company’s strategy for the following year;

36.2.3 to appoint the Auditors;

36.2.4 to report on any director appointments or retirements which have taken place since the last annual general meeting; and

36.2.5 to transact such other business as may be brought before it.

36.3 All general meetings, other than annual general meetings, shall be called general meetings.

37. Attendance and Speaking at General Meetings

37.1 A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

37.2 A person is able to exercise the right to vote at a general meeting when:

37.2.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and

37.2.2 that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.

37.3 The Board may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.

38. Quorum for General Meetings

38.1 No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

38.2 Members present in person (by a nominated representative) or by proxy and together holding at least 5% of the voting rights of the Company from time to time shall be a quorum.

39. Chairing General Meetings

39.1 Subject to Article 39.2, the Chair shall chair general meetings if present and willing to do so. If the Chair shall be absent, or if at any meeting s/he is not present within 15 minutes after the time appointed for holding the same, the directors present, or if no directors are present, the meeting, must appoint a director or Member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.

39.2 During the Transitional Period, the Transition Board may appoint one of its members to chair general meetings if present and willing to do so. If such director shall be absent, or if at any meeting s/he is not present within 15 minutes after the time appointed for holding the same, the directors present, or if no directors are present, the meeting, must appoint a director or Member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.

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39.3 The person chairing a meeting in accordance with this Article is referred to as the chairman of the meeting.

40. Attendance and Speaking by Non-Members

The chairman of the meeting may permit other persons who are not Members of the Company to attend and speak at a general meeting.

41. Adjournment

41.1 If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.

41.2 The chairman of the meeting may adjourn a general meeting at which a quorum is present if:

41.2.1 the meeting consents to an adjournment, or

41.2.2 it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.

41.3 The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.

41.4 When adjourning a general meeting, the chairman of the meeting must:

41.4.1 either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Board, and

41.4.2 have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

41.5 If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the Company must give at least seven clear days' notice of it:

41.5.1 to the same persons to whom notice of the Company's general meetings is required to be given, and

41.5.2 containing the same information which such notice is required to contain.

41.6 No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

VOTING AT GENERAL MEETINGS

42. Voting: General

42.1 Subject to Article 42.3, each Member shall be entitled to receive notice of, attend and cast one vote at general meetings.

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42.2 Each Member is entitled to send such number of representatives to attend and speak at general meetings as the Board may determine from time to time, but at all times only one of those representatives shall have a vote.

42.3 No Member shall be entitled to exercise any of its membership rights or privileges or speak or vote on any question at any general meeting unless such Member has been duly registered and has paid every registration fee, membership fee or other sum (if any) due and payable to the Company in respect of their membership.

42.4 A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with these Articles. Except where otherwise provided by the Act, every resolution is decided by a majority of votes cast.

42.5 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a casting vote in addition to any other vote s/he may have.

43. Errors and Disputes

43.1 No objection shall be raised to the qualification of any Member voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.

43.2 Any such objection must be referred to the chairman of the meeting whose decision is final.

44. Poll Votes

44.1 A poll on a resolution may be demanded:

44.1.1 in advance of the general meeting where it is to be put to the vote, or

44.1.2 at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

44.2 A poll may be demanded by:

44.2.1 the chairman of the meeting;

44.2.2 the Board; or

44.2.3 a person or persons representing not less than 10% of the total voting rights of all the Members having the right to vote on the resolution.

44.3 A demand for a poll may be withdrawn if:

44.3.1 the poll has not yet been taken, and

44.3.2 the chairman of the meeting consents to the withdrawal,

and a demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made.

44.4 Polls shall be taken as the chairman of the meeting directs and s/he may appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll. The

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result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

44.5 A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such time and place as the chairman of the meeting directs not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

44.6 No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.

45. Content of Proxy Notices

45.1 Proxies may only validly be appointed by a notice in writing (proxy notice) which:

45.1.1 states the name and address of the Member appointing the proxy;

45.1.2 identifies the person appointed to be that Member's proxy, which must be a fellow Member, and the specific general meeting in relation to which that fellow Member is appointed;

45.1.3 is signed by or on behalf of the Member appointing the proxy, or is authenticated in such manner as the directors may determine; and

45.1.4 is delivered to the Registered Office in accordance with these Articles not less than 72 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and any instructions contained in the notice of the general meeting (or adjourned meeting) to which they relate.

45.2 A proxy appointment which is incorrectly completed or which is not deposited, delivered or received in a manner permitted by these Articles shall be invalid unless the Chair (or, during the Transitional Period, the chairman of the meeting appointed in accordance with Article 39.2), in his/her absolute discretion, decides to treat the same as valid.

45.3 The Board may require proxy notices to be delivered in a particular form and may specify different forms for different purposes.

45.4 Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

45.5 Unless a proxy notice indicates otherwise, it must be treated as:

45.5.1 allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and

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45.5.2 appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

46. Delivery of Proxy Notices

46.1 A Member which is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Registered Office by or on behalf of that person.

46.2 An appointment under a proxy notice may be revoked by delivering to the Registered Office a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.

46.3 A notice revoking a proxy appointment only takes effect if it is delivered at least 24 hours before the start of the meeting or adjourned meeting to which it relates.

46.4 If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

47. Amendments to Resolutions

47.1 An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:

47.1.1 notice of the proposed amendment is given to the Company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and

47.1.2 the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

47.2 A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if:

47.2.1 the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

47.2.2 the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

47.3 With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer at any time before the resolution is voted upon.

47.4 If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.

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48. Written Resolution

48.1 Subject to Article 48.3, a resolution in writing agreed by the Appropriate Majority of Members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective provided that a copy of the proposed resolution has been sent to every eligible Member and the Appropriate Majority of Members has signified its agreement to the resolution in an authenticated document which has been received at the Registered Office within the period of 28 days beginning with the circulation date. A resolution in writing may comprise several copies to which one or more Members have signified their agreement. A Member’s authorised representative may signify agreement.

48.2 In Article 48.1, the Appropriate Majority is:

48.2.1 in the case of an ordinary resolution, a simple majority of the Members;

48.2.2 in the case of a special resolution, 75% or more of the Members.

48.3 The following may not be passed as a written resolution:

48.3.1 a resolution to remove a director before his/her period of office expires; and

48.3.2 a resolution to remove the Auditors before their period of office expires.

49. Changes to the Articles

No change to these Articles shall be made:

49.1 except at a general meeting specially convened for that purpose, of which 21 clear days' notice shall be given, such notice to state the changes proposed; and

49.2 unless the changes are approved by a special resolution.

Part 4 ADMINISTRATIVE ARRANGEMENTS

50. Means of Communication to be Used

50.1 Subject to these Articles, anything sent or supplied by or to the Company under these Articles may be sent or supplied in any way in which the Act provides for documents or information which are authorised or required by any provision of the Act to be sent or supplied by or to the Company.

50.2 The applicable address shall be the Member's registered address as it appears in the Company's register of members or such address as may be provided to the Company by the Member using electronic communications.

50.3 Subject to these Articles, any notice or document to be sent or supplied to a member of the Board in connection with the taking of decisions by the Board may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.

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50.4 A director may agree with the Company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

50.5 Any Member described in the register of members by an address not within the United Kingdom, which shall from time to time give the Company an address within the United Kingdom at which notices may be served upon it or an address to which notices may be sent using electronic communications, shall be entitled to have notices served upon it at such address, or such address to which notices may be sent using electronic communications, but, save as aforesaid and as provided by the Act, only those Members who are described in the register of members by an address within the United Kingdom or in respect of whom the Company has received an address to which notices may be sent using electronic communications shall be entitled to receive notices from the Company.

50.6 Any notice, document or other information shall be deemed served on or delivered to the intended recipient:

50.6.1 if properly addressed and sent by prepaid United Kingdom first class post to an address in the United Kingdom, 24 hours after it was posted;

50.6.2 if properly addressed and delivered by hand, when it was given or left at the appropriate address;

50.6.3 if properly addressed and sent or supplied by electronic means, one hour after the document or information was sent or supplied; and

50.6.4 if sent or supplied by means of a website, when the material is first made available on the website or (if later) when the recipient receives (or is deemed to have received) notice of the fact that the material is available on the website.

For the purposes of this Article, no account shall be taken of any part of a day that is not a Business Day.

51. Audit

51.1 At least once in every financial year the accounts of the Company shall be examined, and the accuracy of the profit and loss account and balance sheet reviewed by the Auditors.

51.2 The Auditors shall be appointed, and their fees fixed at the annual general meeting.

52. Accounts

52.1 A copy of the annual accounts of the Company (audited in accordance with Article 51.1) shall be published on the Company's website.

DIRECTORS' INDEMNITY AND INSURANCE, DISSOLUTION AND DEFINITIONS

53. Indemnity and Insurance

53.1 Subject to Article 53.2, but without prejudice to any indemnity to which a relevant officer is otherwise entitled:

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53.1.1 each relevant officer shall be indemnified out of the Company's assets against all costs, charges, losses, expenses and liabilities incurred by him/her as a relevant officer:

(a) in the actual or purported execution and/or discharge of his/her duties, or in relation to them; and

(b) in relation to the Company's (or any associated company's) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act),

including (in each case) any liability incurred by him/her in defending any civil or criminal proceedings, in which judgment is given in his/her favour or in which s/he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his/her part or in connection with any application in which the court grants him/her, in his/her capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company's (or any associated company's) affairs; and

53.1.2 the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him/her in connection with any proceedings or application referred to in Article 53.1.1 and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure.

53.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Act or by any other provision of law and any such indemnity is limited accordingly.

53.3 The directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss.

53.4 In this Article:

53.4.1 companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and

53.4.2 a relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer's duties or powers in relation to the Company, any associated company or any pension fund or employees' share scheme of the Company or associated company; and

53.4.3 a relevant officer means any director or other officer or former director or other officer of the Company.

54. Dissolution

If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever the same shall not be paid to or distributed among the Members but shall be given or transferred to some other institution or institutions having objects similar to the Objects, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company under Article 3, such institution or institutions to be

28 4156-9845-4558.2

determined by a simple majority of the Members at or before the time of dissolution and in so far as effect cannot be given to such provisions then such property shall be disposed of at the discretion of the Board for some other philanthropic or charitable purpose or purposes.

55. Definitions

55.1 In these Articles, unless the context otherwise requires:

Auditors means the auditors for the time being of the Company;

Act means the Companies Act 2006;

Adoption Date means the date of adoption of these Articles;

Annual General Meeting means an annual general meeting of the Company;

Articles means these articles of association, as may be amended from time to time;

Audit and Risk Committee means the audit committee established by the Board from time to time in accordance with Article 7;

bankruptcy includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

Board means the board of directors of the Company from time to time, the members of which are the directors of the Company for the purposes of the Act;

Business Day means any day (other than a Saturday, Sunday or public holiday in the United Kingdom) on which clearing banks in the City of London are generally open for business;

Chair means the independent chair of the Board appointed by the Board in accordance with Article 24;

chairman of the meeting has the meaning given in Article 16.2 (in respect of a Board meeting) or Article 39.3 (in respect of a general meeting);

Chief Operating Officer means the chief operating officer of the Company appointed by the Board in accordance with Article 25.

clear days means a period of days exclusive of the day on which the notice is served and of the day for which it is given;

committee means any committee established by the Board from time to time in accordance with Article 7;

Company Secretary means such person as the Board appoints as the secretary of the Company from time to time in accordance with Article 29;

Conflict means a situation in which a director has or can have, a direct or indirect interest that conflicts or possibly may conflict, with the interests of the Company;

director means a director of the Company, and includes any person occupying the position of director, by whatever name called;

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document includes, unless otherwise specified, any document sent or supplied in electronic form (including email); electronic form has the meaning given in Section 1168 of the Act;

EIHA means The English Ice Hockey Association Limited, a company incorporated in England and Wales with company number 03730185;

Eligible Director means a director who would be entitled to vote on the matter at a meeting of directors (but excluding in relation to the authorisation of a Conflict pursuant to Article 18, any director whose vote is not to be counted in respect of the particular matter);

Elite Game Liaison Group means the liaison group relating to elite Ice Hockey as established by the Board from time to time in accordance with Articles 7 and 10, comprising representatives of the Board and representatives of the Elite Ice Hockey League;

Elite League means the Elite Ice Hockey League, the professional Ice Hockey league in the United Kingdom;

Facilities Advisory Group means the liaison group relating to facilities as established by the Board from time to time in accordance with Articles 7 and 9, comprising of representatives as set out in Article 9;

Finance Committee means the finance committee established by the Board from time to time in accordance with Article 7;

Game Advisory Group means the game advisory group relating to Ice Hockey and the Company as established by the Board from time to time in accordance with Articles 7 and 8, comprising representatives of relevant stakeholder groups within the game of Ice Hockey; general meeting means a general meeting of the Company; hard copy form has the meaning given in Section 1168 of the Act;

Ice Hockey means the sport of ice hockey;

IHUK means Ice Hockey UK Limited, a company incorporated in England and Wales with company number 03800672; independent has the meaning given to it in the document 'A Code for Sports Governance', as published by UK Sport and Sport England from time to time;

Independent Directors means the independent non-executive directors appointed by the Board from time to time in accordance with Article 27;

Interested Director has the meaning given in Article 18.1;

Members means the members admitted from time to time to membership of the Company in accordance with Article 31 and any applicable Regulations who, under these Articles, are entitled to receive notice of, attend and vote at general meetings and who are together the members of the Company for the purposes of the Act;

New Board Structure has the meaning given in Article 21.3;

30 4156-9845-4558.2

Nominated Directors has the meaning given in Article 26.1, being the directors of the Company elected to the Board by the Members of England and Wales or Scotland and Northern Ireland (as applicable) in accordance with Article 26;

Nominations Committee means the nominations committee established by the Board from time to time in accordance with Article 7;

Objects has the meaning given in Article 2;

ordinary resolution has the meaning given in Section 282 of the Act;

participate in relation to a directors' meeting, has the meaning given in Article 14;

Powers has the meaning given in Article 3.1;

proxy notice has the meaning given in Article 45.1;

Registered Office means the registered office of the Company from time to time;

Regulations means the regulations of the Company made by the Board in accordance with Article 20.1, as amended from time to time;

Senior Independent Director means the Independent Director appointed by the Board from time to time as the Senior Independent Director in accordance with Article 27.3;

special resolution has the meaning given in Section 283 of the Act;

Team means an Ice Hockey squad of at least 13 outfield players and one goaltender or such other Ice Hockey squad as may be recognised by the Board from time to time;

Transition Board has the meaning given in Article 21.2

Transitional Period has the meaning given in Article 21.2;

United Kingdom means Great Britain and Northern Ireland; and

writing means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form (including by email) or otherwise.

55.2 Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the Act.

55.3 Words importing the singular number shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender. Words importing persons shall include corporations, unincorporated associations and partnerships.

55.4 For the purposes of Section 20 of the Act, the relevant model articles shall be deemed to have been excluded fully and replaced with the provisions of these Articles.

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SECTION EIGHT: UK Ice Hockey Association Board Minutes

This section provides you with a copy of the UK Ice Hockey Association Board meeting minutes where the transition Board have voted and commit to protecting EIHA cash reserves and accepting the terms of transfer.

The Board minutes are provided to offer the EIHA membership additional assurance that the resolutions they vote for will be enacted appropriately and that the Transition Board will not have access to EIHA cash reserves.

32

Company No. 12121432

UK ICE HOCKEY LIMITED (Company)

MINUTES of a meeting of the Board of Directors of the Company held by virtual platform (Microsoft Teams) on 4 November 2020 at 7:30 pm (the Meeting) ______Present: Travis Ward Andrew Miller Eric Morton Martin Gill David Hand Alex Cram In attendance: None

1. Quorum

The Chairman reported that the notice of the Meeting had been given to all those entitled to receive it, and, as a quorum was present, the Meeting was declared open.

2. Purpose of the Meeting

2.1 The Chairman reported that, subject to prior approval by the members of Ice Hockey UK Limited (IHUK) and prior approval by the members of the English Ice Hockey Association Limited (EIHA) (the IHUK and EIHA Approvals), it was intended that each of EIHA and IHUK would transfer all of their respective assets, undertakings and liabilities to the Company with effect from the opening of business on 16 December 2020 (the Effective Date) (together the Transaction).

2.2 The Chairman reported that the purpose of the Meeting was to consider and, if thought appropriate, approve (subject to the IHUK and EIHA Approvals):

2.2.1 the implementation of the Transaction;

2.2.2 the adoption by the Company of the form of Articles of Association approved by EIHA and IHUK (the New UK Ice Hockey Articles) in substitution for and to the exclusion of the existing Articles of Association of the Company (the Existing UK Ice Hockey Articles);

2.2.3 the 2021-22 Season department/section budgets remaining as they were during the 2019-20 Season;

2.2.4 the ring-fencing from expenditure (except insofar as such expenditure relates to liabilities of EIHA) of 100% of the cash reserves actually transferred by EIHA to the Company pursuant to

1 the Transaction (the Cash Reserves), to be held in a separate bank account until:

a) at least four Nominated Directors are elected and at least four Independent Directors are appointed in accordance with the New UK Ice Hockey Articles and all members of the Transition Board (as defined in the New UK Ice Hockey Articles) cease to be directors of the Company (unless they have been duly elected or appointed as directors in accordance with the New Board Structure (as defined in the New UK Ice Hockey Articles)); or (if earlier)

b) such ring-fencing is altered or removed after the Effective Date with the consent of a special resolution of the members of the Company either in general meeting or by written resolution; and

2.2.5 the transition to the New Board Structure as soon as reasonably practicable, pursuant to the New UK Ice Hockey Articles. Accordingly, it was proposed that the directors:

a) formally acknowledge this commitment to transition to the New Board Structure as soon as reasonably practicable; and

b) recognise that in order to effect that transition in accordance with the New UK Ice Hockey Articles, it is anticipated that:

i) the two directors representing IHUK will be replaced by two Independent Directors;

ii) the two directors representing the Scottish Ice Hockey Association will be replaced by two Nominated Directors elected by Members of the Company from Scotland and Northern Ireland; and

iii) the two directors representing EIHA will be replaced by two Nominated Directors elected by Members of the Company from England and Wales.

3. Discussion of the Purpose of the Meeting

3.1 A general discussion on the assets and liabilities of EIHA occurred between the directors and after discussion, it was asked whether there were any liabilities of concern to be noted. There were none.

3.2 A general discussion on the New UK Ice Hockey Articles occurred. After discussion it was agreed by the directors that for the purposes of the Meeting’s vote on the New Ice Hockey UK Articles, all matters were addressed.

4. Declaration of Interests

Each director present confirmed that he had no direct or indirect interest in any way in the proposed transaction and other arrangements to be considered at the Meeting which he was required to disclose pursuant to Sections 177(1) and 182(1) Companies Act 2006 and the Existing Articles.

2 Nevertheless, it was noted that EM, MG, DH and AC are current directors on the board of IHUK, and AM and TW are current directors on the board of EIHA.

5. Documents Produced to the Meeting

5.1 There were produced to the Meeting copies of:

5.1.1 proposed resolutions of the members of each of EIHA and IHUK to approve the Transaction and the form of the New UK Ice Hockey Articles;

5.1.2 proposed New UK Ice Hockey Articles;

5.1.3 proposed 2021-22 Season budget; and

5.1.4 special resolution form for the adoption of the New UK Ice Hockey Articles,

together the Documents.

6. Approvals

6.1 After due and careful consideration of the Documents, including consideration of the matters referred to in section 172(1) of the Companies Act 2006, and having concluded that to do so would promote the success of the Company for the benefit of its members as a whole, IT WAS RESOLVED that:

6.1.1 the terms and form of the Transaction;

6.1.2 the form of the New UK Ice Hockey Articles;

6.1.3 the acknowledgement that budgets for the 2021-22 Season will remain as they were in the 2019-20 Season; and

6.1.4 the commitment to transition to the New Board Structure,

be and are hereby approved and, subject to the IHUK and EIHA Approvals, the directors acting collectively in their capacity as members of the Company be and they are hereby authorised and instructed to execute a special resolution (the Special Resolution) in order to approve the adoption by the Company of the New Ice Hockey Articles in place of the existing UK Ice Hockey Articles with effect from the Effective Date.

6.2 It was further RESOLVED that the Cash Reserves would be ring-fenced in accordance with minute 2.2.4 above and (except in relation to liabilities of EIHA) would not therefore be available to the Board of the Company until:

6.2.1 at least four Nominated Directors are elected and at least four Independent Directors are appointed in accordance with the New UK Ice Hockey Articles and all members of the Transition Board (as defined in the New UK Ice Hockey Articles) cease to be directors of the Company (unless they have been duly elected or appointed to the New Board Structure); or (if earlier)

3 6.2.2 such ring-fencing is altered or removed after the Effective Date with the consent of a special resolution of the members of the Company either in general meeting or by written resolution.

7. Books and Filings

The Chairman requested that all necessary entries be made in the Statutory Books of the Company and all necessary filings be made at Companies House, including:

7.1.1 the Special Resolution; and

7.1.2 a copy of the New Articles,

within 15 days of the date of the Special Resolution.

8. Close

There being no further business, the Meeting ended.

…………………….. Chairman

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